Exhibit 10.13
REPRESENTATION AGREEMENT
REPRESENTATIVE: North East Garden Group, LLC
COMPANY: Organic Sales and Marketing
TERRITORY: New England for the Agway, Independent Garden Center,
Nursery, & Landscape classes of trade
PRODUCTS: o Garden Guys Products, Plant Tags,
Fertilizers, Organic Household Cleaning
Products and other products as mutually
agreed.
DATE OF AGREEMENT: March 14, 2006
Initials of Representative's
Officer
TM
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Initials of Company's
Officer
SJ
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REPRESENTATION AGREEMENT
The Company hereby engages the Representative, North East Garden Group,
LLC (NEGG) commencing with the date of this Agreement as its exclusive sales
representative in the Territory under the following terms and conditions:
1. The Representative shall diligently promote the sale of the Company's
products and act as the Company's sales Representative for mass marketing
accounts doing business in the Territory.
2. The Representative will serve as an independent contractor and shall be
responsible for and shall pay all applicable social security, withholding and
other employment taxes, ▇▇▇▇▇▇▇'▇ compensation insurance and otherwise comply
with all applicable laws concerning the employment by it of its employees used
in the performance of services for the Company. The Representative will bear all
expenses incurred in the course of the performance of its duties under this
Agreement except those which the Company agrees in advance to pay.
3. The Representative will inform customers of the Company's terms, prices
and credit policies and will assist the Company in the collection of delinquent
accounts in the territory if, when and where necessary. The Representative will
make no representations, warranties or commitments purporting to be binding on
the Company or which vary the Company's established policies and practices
without the prior written consent of the Company.
4. The Company shall pay to the Representative as compensation for its
services under this Agreement, plus a commission of five percent (5%) of the
payments made for product sold by the Company in the Territory (New England).
Commissions shall be paid by the fifteenth (15th) day of each month for payments
made in the previous calendar month. NEGG will be granted additional stock
options based on volume sold. Projections will be developed as data is developed
for the trade. Final details of this program will be developed mutually between
Organic Sales and Marketing, Inc., and NEGG.
5. The Company shall provide to the Representative, without charge, all
necessary supplies, samples, promotional materials, advertisements and such
other items as the Company deems necessary or desirable for the promotion of its
business.
6. The Company hereby agrees to indemnify and hold harmless the
Representative against any and all losses, legal fees and reasonable expenses
arising from claims for infringement of any patent rights by products offered by
the Company and for property damage or personal injury arising from products
manufactured or sold by the Company. The Company shall list the Representative
as an additional named insured on its product liability insurance policy and
provide to the Representative a certificate of such insurance.
7. This Agreement shall have an initial term of five (5) years and shall
then be automatically extended from year to year unless thirty (30) days before
the end of the term either party gives written notice of termination to the
other. Either party may terminate this Agreement at any time for failure of the
other party to adequately perform its duties and obligations. The party wishing
to terminate the Agreement shall provide written notice to the other party
stating the reason for termination. If the other party has not cured the
problems set forth in the notice within ninety (90) days after receipt of such
notice, then the party that sent the notice may, by further written notice,
terminate this Agreement. Upon termination, commissions for sales made before
termination will be paid in accordance with the provisions of Section 4, above.
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8. This Agreement shall be governed and interpreted in accordance with the
law of the State of Massachusetts and constitutes the entire understanding
between the parties.
9. Any notice pursuant to this Agreement shall be sent to the address set
forth for the parties on the first page. Any notice of under Section 7 shall be
sent by certified mail, return receipt requested or by recognized national
delivery service.
IN WITNESS WHEREOF, the parties have executed this Sales Representation
Agreement on the 14th day of March , 2006.
WITNESS: [Company]
By: S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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[Representative]
By: ▇▇▇▇▇ ▇▇▇▇▇▇
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