SALES REPRESENTATIVE AGREEMENT by and between
PUREZZA GROUP, INC. and
PRO-FINISHES, INC.
Prepared by:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ATTORNEY AT LAW, P.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
1
TABLE OF CONTENTS
------------------
1. APPOINTMENT AND ACCEPTANCE.................................................1
2. TERRITORY..................................................................1
3. COMMISSION/COMPENSATION....................................................1
4. PAYMENT....................................................................2
5. ACCEPTANCE OF ORDER........................................................2
6. PROMOTION OF SALES.........................................................2
7. NO PRINCIPAL/AGENT RELATIONSHIP............................................2
8. WARRANTIES.................................................................3
9. TERMS OF SALES (PRICING)...................................................3
10. TERMINATION................................................................3
11. NOTICES....................................................................4
12. DELAYS OF FORCE MAJEURE....................................................5
13. BANKRUPTCY OR INSOLVENCY...................................................6
14. INDEMNIFICATION............................................................6
15. GOVERNING LAW..............................................................7
16. VENUE......................................................................7
17. ASSIGNMENT.................................................................7
18. MODIFICATIONS MUST BE IN WRITING...........................................7
19. SEVERABILITY...............................................................7
20. ENTIRE AGREEMENT...........................................................7
21. NON-WAIVER.................................................................8
22. TRADEMARK PROTECTION.......................................................8
23. REPRESENTATIVE'S FUTIES OBLIGATIONS AND RESPONSIBILITIES...................9
24. CONFIDENTIALITY...........................................................11
25. WAIVER OF TREATY PROVISIONS...............................................11
26. COUNTERPARTS..............................................................12
2
SALES REPRESENTATIVE AGREEMENT
-------------------------------
THIS SALES REPRESENTATIVE AGREEMENT, made this 1st day of October, 2001 and
effective October 1, 2001 (the "Effective Date") by and between PUREZZA GROUP,
INC. a Nevada corporation, with offices at c/o World Trade Partners Inc., ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("PUREZZA") and
PRO-FINISHES, INC. with offices at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
("Agent").
WHEREAS, PUREZZA shall acquire from INTEGRATED MINERAL TECHNOLOGY LIMITED, an
Australian corporation, having an address of Brisbane, Australia, a sublicensing
agreement for the manufacture, use and sale of certain rights related to the
PHOSLOCK Product; and
WHEREAS, PUREZZA desires to appoint Agent to manufacture, use and sell PUREZZA
product related to PHOSLOCK ("the Products") at prices and upon terms
established from time to time by PUREZZA in the Territory ("Territory") upon the
terms and conditions of this Agreement; and
WHEREAS, the Agent desires to be appointed as PUREZZA's exclusive Sales
Representative for the Territory and upon the terms and conditions of this
Agreement to ▇▇▇▇ PUREZZA Products.
NOW, THEREFORE for valuable consideration, receipt of which is hereby
acknowledged and with the foregoing being deemed incorporated hereinbelow, it is
agreed as follows:
1. APPOINTMENT AND ACCEPTANCE.
1.1 PUREZZA hereby appoints Agent and Agent hereby accepts the
appointment as PUREZZA's exclusive representative to sell PHOSLOCK
Products as set forth on schedule 1.1, in the Territory (defined
hereinbelow) subject to the terms and conditions of this Agreement.
2. TERRITORY.
2.1 The Territory or area in which Agent may sell PUREZZA Products is
that set forth on schedule 2.1, annexed hereto, and made a part
hereof.
3. COMMISSION/COMPENSATION.
3.1 The Agent shall be entitled to the commission (compensation) set
forth on Schedule 3.1, on all net sales.
3
3.2 For the purposes of this Agreement, net sales shall be defined as
the price actually charged to the customers less the sum of all
sales or value added tax, discounts, returns, credits, advertising
promotional allowances, rebates, test orders and collection fees
(including all attorney's fees, costs and disbursements).
4. PAYMENT.
4.1 Commission due to the Agent shall accrue and will be payable by
PUREZZA to the Agent on the last business day of the month
subsequent to the month in which PUREZZA receives payment for
the order to which the commission relates, provided that PUREZZA
shall be entitled to deduct any and all advance payments made to
the Agent from the commission actually earned by the Agent in any
month.
4.2 PUREZZA retains the right to deduct any credits that may have been
applied to Agent's account. In the event of such deductions,
PUREZZA shall supply Agent with details of said credits.
5. ACCEPTANCE OF ORDER.
5.1 Any and all orders taken by Agent are subject to PUREZZA' s
acceptance if said orders require the extension of credit to a
customer.
6. PROMOTION OF SALES.
6.1 The Agent agrees to diligently promote the sale of PHOSLOCK
Products in Agent's Territory.
7. NO PRINCIPAL/AGENT RELATIONSHIP.
7.1 The relationship created by this Agreement is not that of
principal and agent or of employer and employee and under no
circumstances is the Agent to be considered or to hold itself out
as the agent or employee of PUREZZA. Agent undertakes to perform
Agent's obligations pursuant to the terms 0(pound)this Agreement
as an independent contractor for the purpose of soliciting orders
in accordance with reasonable sales policies and upon the prices
and terms set forth by PUREZZA.
7.2 The Agent shall have no right or authority to assume or claim any
obligation of any kind, either express or implied, or to accept
or take any monies for or upon any order obtained on behalf of PUREZZA.
4
7.3 Agent is not authorized to accept any returns whatsoever or to
bind PUREZZA in any way whatsoever without the prior express
written authority of a corporate officer of PUREZZA.
7.4 Agent shall be responsible for all of the acts of its sales agency
and/or agents, servants or employees, including but not limited
to, its branches and representatives.
7.5 Agent shall be responsible for all of Agent's own expenses,
including but not limited to any taxes or duties payable regarding
any payments made to Agent by PUREZZA, in the performance of
Agent's duties required and/or authorized by this Agreement.
8. WARRANTIES.
8.1 Agent shall make no warrantee or guarantee concerning the Products
manufactured by PUREZZA except as approved by PUREZZA.
8.2 Agent shall make no representations or warranties as to the
delivery or fulfillment of any orders obtained by Agent on behalf
of PUREZZA.
9. TERMS OF SALES (PRICING)
9.1 Any and all sales of PUREZZA's Products shall be made in
accordance with PUREZZA's latest pricing schedule, to be approved
by Agent, which shall be provided to Agent by PUREZZA in
accordance with the terms of this Agreement. Any pricing provided
to a customer must be in writing and authorized by PUREZZA. Any
exception to this policy can only be authorized by a corporate
officer of PUREZZA in writing.
10. TERMINATION.
10.1 This Agreement shall remain in full force for twenty (20} years
from the Effective Date indicated hereinabove.
10.2 This Agreement may be terminated by PUREZZA for cause upon thirty
(30) days written notice to Agent with no further obligation
on the part of PUREZZA. Cause shall be defined as a material
breach of this Agreement which breach is not cured within thirty
(30) days of written notice to Agent.
5
10.3 Agent shall be entitled to commissions upon sales, which sales
have been made by Agent prior to the date of such termination,
however, payment of said commissions shall only be made after the
application of any and all credits and upon payment to PUREZZA of
good funds representing the net purchase price for said goods.
10.4 In the event Agent terminates this Agreement, the effective date
of such termination shall be the date upon which notice of
termination is received, either orally or in writing.
10.5 Upon termination by either party, all documents, customer
correspondence, customer lists, pricing schedules, samples and
any other related materials should be returned to PUREZZA's
corporate headquarters at Agent's sole expense, in good condition.
10.6 Upon termination the Agent shall cease to promote, market,
advertise or sell the Products.
10.7 subsequent to termination the provisions of this Agreement shall
continue in full force and effect in relation to all sales of the
Products before the date of termination.
10.8 Upon termination for cause only, the Agent shall have no claim
against PUREZZA for compensation for loss of agency rights, loss
of goodwill or any similar loss (except commissions due to Agent).
11. NOTICES.
11.1 All notices, requests, demands and other communications which are
required or which may be given pursuant to this Agreement shall
be in writing and shall be deemed to have been given if delivered
personally with a copy thereof also sent by certified or
registered mail, return receipt requested, DHL Express or only
sent by certified or registered mail, return receipt requested,
postage prepaid or facsimile actually received, to:
if to PRO-FINISHES, INC.:
PRO-FINISHES, INC.
Attn: ▇▇▇▇ ▇▇▇▇▇, President
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
6
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ATTORNEY AT LAW, P.C.
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
FacsimilE: (▇▇▇) ▇▇▇-▇▇▇▇
if to PUREZZA:
PUREZZA GROUP, INC.
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
c/o Jeen International Corp.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇
c/o World TradE Partners Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such address as may be furnished from time to time in writing by the
parties hereto, in accordance with the terms hereof. Any notices not given in
accordance with this Section shall not he deemed invalid if actually received
within the time required.
12. DELAYS OR FORCE MAJEURE.
12.1 PUREZZA shall use reasonable efforts to fill orders received by
Agent and approved by PUREZZA with reasonable promptness,
however, PUREZZA shall not be liable for delays or non-delivery
or non-fulfillment of any such orders for any reason, nor shall
it be liable for any failure to perform or for any delay in
performance.
12.2 Except as otherwise expressly provided for in this Agreement, any
delays or failure by either party hereto in the performance of
any obligations hereunder shall be excused if and to the extent
caused by occurrences beyond such party's reasonable control
including but without limitation to acts of God, strikes, other
labor
7
disturbances, war, civil riot or insurrection, terrorist acts,
sabotage, blockade or embargo or lack of availability of raw
materials. The party so affected shall use its reasonable efforts
to avoid or to remove such causes of delay or failure of
performance and shall continue performance hereunder as soon as
possible whenever such causes are removed.
13. BANKRUPTCY OR INSOLVENCY.
13.1 In the event that the Agent shall file a petition in bankruptcy
or have a petition in bankruptcy filed against it or become
insolvent or make any arrangements for the benefit of creditors,
or ceases to do business, this Agreement shall become, at
PUREZZA's election, immediately cancelable by PUREZZA without
written notice, and Agent hereby waives any required notice of
such termination.
13.2 Upon such termination PUREZZA shall have the right to appoint
another Agent to service Agent's Territory and/or PUREZZA's
customers within said Territory.
14. INDEMNIFICATION.
14.1 Agent indemnifies and shall defend PUREZZA against all claims
arising from alleged or actual act or omission of Agent. Agent's
liability for the indemnification specified in the preceding
sentence is limited to PUREZZA's actual damages as a result of
the claims indemnified against. PUREZZA shall promptly notify
Agent in writing of any such claims within sufficient time to
enable Agent to defend aga1nst such claims. Agent shall not
alter any of the Products in any manner, shape or form.
14.2 PUREZZA does not warrant or represent that the Trademark or
anyone of them do not or will not infringe on the rights,
Trademark or otherwise 0(pound)any other person or corporation in
the Territory. Notwithstanding the foregoing, PUREZZA will
indemnify and hold Agent harmless for any infringement claims.
14.3 PUREZZA will indemnify and defend Agent against all reasonable
claims and losses, liabilities or expenses resulting therefrom
arising from or as a result of any act or omission of PUREZZA
except to the extent contributed to by the negligence of Agent
and then such indemnification shall apply pro rata in the
relation that Agent's negligence and PUREZZA's acts or omissions
8
contributed to the 1055 or liability upon which the claim is
based.
14.4 The provisions of this Section shall survive the termination of
this Agreement for six ye3rs after the date of such termination.
15. GOVERNING LAW.
15.1 This Agreement 8hall be governed by and construed under and
pursuant to the laws of the State of New York, without regard to
any principles of conflicts of laws.
16. VENUE
16.1 The venue for any action shall be in the supreme Court of the
state of New York, County of Rockland or any other place chosen
by Agent, without regard to principles of conflicts of law.
17. ASSIGNMENT.
17.1 This Agreement may not be assigned, mortgaged or hypothecated by
either party hereto without the express prior written consent of
a corporate officer of the other party.
18. MODIFICATIONS MUST BE IN WRITING.
18.1 Any and all modifications to this Agreement must be in writing
and signed by the parties hereto.
19. SEVERABILITY.
19.1 The invalidity or unenforceability of any provisions hereof shall
in no way affect the validity or enforceability of any other
provisions hereof.
20. ENTIRE AGREEMENT.
20.1 This Agreement contains the entire Agreement of the parties
hereto, except as otherwise specifically provided herein, with
respect to the subject matter of this Agreement and supersedes,
nullifies, voids and renders of no force or effect all prior
Agreements between the parties hereto with respect to the subject
matter contained herein and all warranties and
9
representations not expressed herein have been merged herein.
21.1 Failure to insist upon strict compliance with any of the terms,
covenants or conditions shall not be deemed a waiver of such
terms, covenants or conditions nor shall any waiver or
relinquishment of any rights or powers hereunder at anyone time
or more times be deemed a waiver or relinquishment of such rights
or powers at any other time or times.
22. TRADEMARK PROTECTION.
22.1 Agent hereby agrees to display the Trademarks, Patents or
Copyrights owned and/or utilized by PUREZZA or INTEGRATED MINERAL
TECHNOLOGY LIMITED solely in connection with the marketing,
advertising and promotion of PUREZZA's Products pursuant to the
terms of this Agreement. Agent shall, at all times, recognize the
validity of the Trademarks and PUREZZA's sole right to use them
and will, at no time, do or allow to be done anything by way of
omission or commission which would put at issue or adversely
affect such validity or ownership or which would damage or
prejudice the reputation or good will of PUREZZA.
22.2 The parties intend that any and all use of the Trademarks shall,
at all times, inure to the benefit of PUREZZA as the owner
thereof in the Territory. Agent shall not acquire any right,
title or interest in or to the Trademarks nor undertake action
with respect to the registration, renewal or infringement of the
Trademarks without PUREZZA's prior written consent. Agent hereby
grants to PUREZZA the irrevocable right and option to purchase
from Agent or third party all or any part of the Trademarks which
Agent may even in the future claim or which may be held by
appropriate authority to belong to the Agent upon payment by
PUREZZA to Agent of the sum of ONE DOLLAR ($1.00).
22.3 At any time during the term of this Agreement, any extension or
renewal thereof and following the expiration or early termination
of this Agreement, the Agent shall execute any documents,
assignments or other instruments that PUREZZA may deem necessary
or desirable to evidence, protect, enforce or defend its rights
or the title in and to the Trademarks owned and or utilized
by PUREZZA.
10
22.4 The Agent shall promptly and fully notify PUREZZA of any
actual, threatened or suspected infringement in the Territory, of
any intellectual property of PUREZZA Which comes to the Agent's
notice and of any claim by any third party so com4ng to Agent's
notice that the importation of the Products into the Territory or
their sale therein infringes any rights of any other person and
the Agent shall, at the written request and expense of PUREZZA,
do all such things as may be reasonably required to assist
PUREZZA in taking or resisting any proceedings in relation to any
such infringement or claim, at PUREZZA's sole cost and expense.
22.5 PUREZZA agrees to maintain the Trademarks in the Territory at
PUREZZA's sole cost and expense. Agent shall cooperate with
PUREZZA in any prosecution or defense of claims relating to the
Trademarks or relating to claims of unrelated third parties of
Trademark infringement at PUERZZA's sole cost and expense.
22.6 The Agent shall, during the term of this Agreement and any
renewal or extension thereof and at the expense of PUREZZA, take
all such steps as PUREZZA may reasonably require to assist
PUREZZA in maintaining the validity and enforceability of the
intellectual property of PUREZZA.
23. REPRESENTATIVE'S DUTIES OBLIGATIONS AND RESPONSIBILITIES.
23.1 Agent hereby agrees to diligently promote the sale of
PUREZZA's Products in the Territory only under the Trademarks and
to maintain high standards of marketing, advertising and
promotion of PUREZZA's Products. Consistent with the foregoing,
Agent hereby agrees to us its best effort to maximize sales of
the Products in the Territory only.
23.2 Agent shall, at the expense of PUREZZA, attend meetings with
representatives of PUREZZA and such customers or prospective
customers in the Territory as may be necessary for the
performance of Agent's duties pursuant to the terms of this
Agreement.
23.3 Agent shall make such calls upon customers or potential customers
in the Territory for the purpose of promoting the Products and
meeting all budgets and forecasts for the accounts in the
Territory.
23.4 Agent shall attend trade exhibitions and other sales outlets in
the Territory as the Agent may think
11
commercially suitable for the purpose of promoting the products.
23.5 Agent shall provide PUREZZA with quarter annual reports giving
details of meetings attended during the previous period, together
with copies of all correspondence received and entered into by
the Agent in relation to the subject matter of this Agreement and
written reports of sales for the previous quarter and projecting
the level of sales for the following quarter.
23.6 The Agent may, as soon as is practicable after the date of this
Agreement and on or before the first (1st) of November in each
year, provide PUREZZA with an annual budget for the following
year in relation to the Products to be sold during that year.
23.7 The Agent shall, in all dealings concerning the Products,
describe Agent as PUREZZA'S or PHOSLOCK's .Sales Representative.
23.8 The Agent shall comply with all applicable laws and regulations
relating to the sale of the Products in the Territory and shall
notify PUREZZA of any changes in the laws and regulations in the
Territory relating to the method of manufacture, packaging or
labelling of the Products.
23.9 The Agent shall promptly inform PUREZZA of:
23.9.1 Any complaint or after-sales inquiry concerning the
Products which are received by the Agent; and
23.9.2 Any matters likely to be relevant in relation to the
manufacture, sale, use or development of the Products
within or outside the Territory.
23.10 The Agent shall, at Agent's own cost and expense, maintain
adequate insurance coverage with respect to Agent's obligations
pursuant to the terms of this Agreement.
23.11 The Agent shall have the right to appoint subagents in those
areas of the Territory set forth on Schedule 2.1. Agent shall
hold PUREZZA harmless from any and all claims arising through,
from, or under subagents acts or omissions. commissions and/or
expenses of any subagents shall be paid for by Agent.
12
23.12 The Agent shall not:
23.12.1 Pledge the credit of PUREZZA in any way;
23.12.2 Make any modifications to the Products or packaging
or (without prejudice to the generality of the
foregoing} alter, remove or tamper with the Trademarks
or other means of identification on the products;
23.12.3 Use any advertising, promotional or selling materials
in relation to the Products except those supplied or
approved PUREZZA;
23.12.4 Collect or accept payment of any monies on behalf of
PUREZZA without PUREZZA ' 8 permission;
23.12.5 Make or give any representations, promises,
warranties or guarantees concerning the Products or
the delivery or fulfillment of any order by PUREZZA or
whatsoever, without the prior consent of PUREZZA;
23.12.6 Modify the Products in any manner, shape or form; or
23.12.7 Arrange for, part1cipate in or allow the sale of the
Products purchased by Agent or any of Agent's
subagents or distributors in any area outside of the
Territory.
24. CONFIDENTIALITY.
24.1 Except to the extent necessary to permit Agent to perform Agents
obligations pursuant to the terms 0(pound)this Agreement, any and
all proprietary information provided by PUREZZA to Agent shall be
treated by Agent as secret and confidential information. Agent
shall appropriatEly supervise Agent's employees to prevent the
disclosure of PUREZZA's information unless such information is
expressly permitted by a corporate officer of PUREZZA or if such
information is public knowledge.
25. WAIVER OF TREATY PROVISIONS.
25.1 The parties hereto specifically waive the provisions of any
treaties between the United States and the governments of the
Territory if said treaties would change the meaning,
interpretation or construction of any provision of this Agreement.
13
26. COUNTERPARTS.
26.1 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written by their duly authorized
representatives.
PUREZZA GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
AGENT
PRO-FINISHES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------
▇▇▇▇ ▇▇▇▇▇
14
26. COUNTERPARTS.
26.1 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all 0(pound)which
together shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written by their duly authorized
representatives.
PUREZZA GROUP, INC. PUREZZA GROUP, INC.
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------- ---------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, October 1, 2001
REAFFIRMED ON MARCH 28, 2002,
AS OF OCTOBER 1, 2001
AGENT AGENT
PRO-FINISHES, INC. PRO-FINISHES, INC.
By: ▇▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇
--------------------- ---------------------
▇▇▇▇ ▇▇▇▇▇, President ▇▇▇▇ ▇▇▇▇▇, President, October 1, 2001
REAFFIRMED ON MARCH 28, 2002,
AS OF OCTOBER 1, 2001
PUREZZA GROUP, INC.
By: ▇▇▇▇▇ ▇▇▇▇▇
---------------------
▇▇▇▇▇ ▇▇▇▇▇, Executive Vice
President and director
REAFFIRMED ON MARCH 21, 2002,
AS OF OCTOBER 1, 2001
15
SALES REPRESENTATIVE AGREEMENT
SCHEDULE 1.1 - PRODUCTS
All PHOSLOCK Products in existence or as developed in the future.
16
SALES REPRESENTAVITE AGREEMENT
SCHEDULE 2.1 - TERRITORY
1. United States of America
2. Canada
3. Mexico
17
SALES REPRESENTATIVE AGREEMENT
SCHEDULE 3.1 - COMMISSION/COMPENSATION