EXHIBIT 10.7
EXCLUSIVE MASTER BROKER WHOLESALE DISTRIBUTOR
&
NON EXCLUSIVE NATIONAL CHAIN BROKER
AGREEMENT
This AGREEMENT dated the 22, day of July 1994, by and between The
▇▇▇▇▇▇▇ Corporation having its principal place of business located at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ in the state of Pennsylvania hereinafter called the
COMPANY and/or their assigns, AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ having its principal place of
business located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, in the state of
Wisconsin, hereinafter called the BROKER.
WITNESSETH:
That the COMPANY does hereby appoint the BROKER as Sales Agent/Broker
and the BROKER hereby accepts the appointment subject to the following terms and
conditions.
1: The BROKER shall faithfully, diligently and to the best of
its ability, endeavor to promote and extend the sales of the COMPANY and its
products to its customers both existing and prospective in the territory
hereafter described.
2: The territory of the BROKER shall be as follows:
United States of America
3: The BROKER shall be considered to be a NON EXCLUSIVE
COMMISSIONED agent of the COMPANY within said territory, in the pursuit of
establishing the sale of its products, to any acceptable national chain and
shall also be considered EXCLUSIVE MASTER BROKER in the establishment of
national wholesalers.
4: The BROKER shall be entitled to receive commissions upon
all shipments in the territory whether by the BROKER acting as sales agent, or
by direct orders of its established customers to the COMPANY, or otherwise.
5: It shall be the responsibility of the BROKER to provide the
COMPANY with active and continuous sales representation in the territory, by
personal or actual appointed salesman contact with its customers, or entities,
both existing and prospective. Confirmed Customers of the BROKER shall be
identified in "Schedule A" of this agreement, to which further customers will be
added as they are established. The BROKER further agrees to maintain procedures
and records to assure systematic, repeated and complete coverage of its client
base.
6: It shall be the responsibility of the COMPANY to provide
products directly to the BROKER'S customers, based upon receipt of an acceptable
instrument of payment and to fulfill all orders exceeding the minimum
requirements as identified in "Schedule B" of this agreement, Commissions, Terms
and Procedures.
7: The BROKER shall keep the COMPANY properly advised and
informed as to the general conditions which pertain to or affect the sale of its
line. The BROKER agrees to comply with such directives as may be issued by the
officers of the COMPANY to carry out its policies in dealing with the customer
trade, provided and in so far as such directives are not inconsistent with the
terms, conditions and understanding of this Agreement.
8: The COMPANY will keep the BROKER informed of all
communications between it and the Brokers' customers; will furnish the BROKER
with copies of all customer correspondence; at pre-determined prices, the
COMPANY shall furnish the BROKER with the necessary product price lists and
other sales aids in sufficient quantity to fulfill requirements of its needs.
9: The COMPANY shall pay to the BROKER a commission upon all
shipments as identified in "Schedule B" of this agreement, Commissions, Terms
and Procedures. The term "shipments" shall mean orders for merchandise accepted
by the COMPANY but not including handling and shipping costs and credit
or discount charges.
10: Upon the COMPANY receiving payments, it shall furnish the
BROKER with a weekly commission statement, itemizing commissions due and
payable.
11: The COMPANY shall supply samples at wholesale to the
BROKER. Samples which in the sole judgment of the COMPANY have significant value
must be returned by the BROKER after termination of this agreement.
12: The term of this Agreement shall be for a period of five
years, FROM July 22, 1994 TO July 21, 1999, such Agreements shall be
automatically renewed for a similar period or periods. Any breach of this
Agreement shall give the COMPANY, as well as the BROKER, the right upon fourteen
days notice by Fax, US Regular Mail, or US Registered Mail to declare this
agreement null and void, said declaration will not remove the BROKER'S rights to
receive commission due from accounts established by the BROKER, during the term
of this Agreement, assuming the BROKER is in communication with, services and
nurtures said accounts.
13: It is further understood and agreed that the BROKER is an
independent contractor and that neither COMPANY nor BROKER shall assume any
liability whatsoever, each for the other,
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directly or indirectly. It is also agreed that this Agreement shall not under
any circumstances create the relationship of joint venture between the parties
hereto.
14: (a) The laws of the Commonwealth of Pennsylvania shall
apply and bind the parties in any and all questions arising hereunder,
regardless of the jurisdiction in which any action or proceeding may be
initiated or maintained. It is understood, however, that this is a general form
of agreement and if any of its provisions in any way violate or contravene the
laws of any state or territory, such provisions shall be deemed not to be a part
of this Agreement and the remainder of this Agreement shall remain in full force
and effect.
(b) Wherever in this Agreement the term "by written
notice" is used to indicate a means of notification from one party to the other,
it shall be understood to be by written notice via registered or certified mail,
return receipt required, to the last known address.
(c) This Agreement shall supersede and cancel any and all
previous options, contracts, arrangements or understandings that may have
existed or may exist between the parties and represents the entire understanding
of the parties.
IN WITNESS WHEREOF, the Principals have caused this Agreement to be
signed by two duly constituted individuals or Principals.
BY: /S/ ▇▇▇ ▇▇▇▇▇▇▇ BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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President and CEO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
The ▇▇▇▇▇▇▇ Corporation
Date 3/4/96 Date 3/8/96
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Witness /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Witness /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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SCHEDULE "A"
MASTER BROKER'S ESTABLISHED WHOLESALER BASE
NAME: TYPE PRODUCT CONFIRMED
----- ---- ------- ---------
Cardinal Health Wholesaler Cold-Eeze yes
Lotus Light Wholesaler Cold-Eeze yes
Foxmeyer Wholesaler Cold-Eeze yes
▇▇▇▇▇▇▇ Drug Co. Wholesaler Cold-Eeze yes
▇. ▇▇▇▇▇▇ Company Wholesaler Cold-Eeze yes
Dakota Drug Co. Wholesaler Cold-Eeze yes
HMS Distributors Wholesaler Cold-Eeze yes
Home Health Products Inc. Wholesaler Cold-Eezer Plus yes
Northwestern Drug Wholesaler Cold-Eeze yes
US Health Distributors Wholesaler Cold-Eeze yes
▇▇▇▇▇▇ Drug Company Wholesaler Cold-Eeze yes
ESTABLISHED CHAIN STORES
NAME: TYPE PRODUCT CONFIRMED
----- ---- ------- ---------
Walgreen Chain Cold-Eeze yes
BY: /S/ ▇▇▇ ▇▇▇▇▇▇▇ BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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The ▇▇▇▇▇▇▇ Corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date 3/4/96 Date 3/8/96
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Witness /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Witness /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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THIS PAGE WILL BE AMENDED AND ADDED TO AS NEW ACCOUNTS ARE ESTABLISHED
SCHEDULE "B"
COMMISSION - TERMS - PROCEDURES
1. COMMISSIONS:(a) On moneys received by the Company, from sales established by
the BROKER, through any national commercial chain stores for the sale of
COLD-EEZE, in quantities up to and including $100,000.00, in collective sales,
in any given month, the broker will be entitled to a commission of 10% ten
percent on all sales, after all appropriate deductions have been made.
Thereafter, within that given month, the broker will be entitled to a commission
of 5% five percent.
NOTE: THE APPROPRIATE DEDUCTIONS SHALL BE CONSTRUED AS SHIPPING & HANDLING
CHARGES, REPACKAGING, COOP ADVERTISING AND ANY SPECIAL ARRANGEMENTS MADE BY THE
BROKER IN THE ESTABLISHMENT OF AN ACCOUNT.
COMMISSIONS:(b) On sales secured through an established mail order
entity, for the sale of COLD-EEZER PLUS, where the broker is paying for the
advertising costs, the broker will be entitled to a commission of 20% of the
sale amount, assuming the mail order company is prepared to accept the company's
sale price, which will be in keeping with current available distributor prices.
MASTER BROKER
COMMISSIONS(c) On Sales secured through established National
Wholesalers and Retail Chain Stores, the broker will be entitled to a commission
of 2% (two percent) on all sales for the first year of any account, with 1% (one
per cent) thereafter, in accordance with the terms of this agreement and only
after all appropriate deductions have been made. It is understood to acquire
this commission, the broker will act as liaison between the Company and all
other brokers. This section does not apply to sales secured directly by the
Broker personally.
2. TERMS. Reputable distributors will be offered 2% 10, net 30 days payment
terms, subject to the company accepting their credit information.
3. PROCEDURES. The broker will be responsible for ensuring orders received are
in keeping with the company's terms and that the minimum order to a distributor
using COLD-EEZER PLUS is one master case of sixty units and alternatively within
the commercial COLD-EEZE marketplace where one master case consists of 24 units.
The broker has the facility of having COLD-EEZE shipped in individual cases to
retailers, which have to be paid for in advance, either by check or utilizing
the company's merchant credit card facilities.
4. PRICE LISTS: Price lists are subject to change on fourteen days notice and
shall be made available by the company to the broker at all times.
BY: /S/ ▇▇▇ ▇▇▇▇▇▇▇ BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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The ▇▇▇▇▇▇▇ Corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date 3/4/96 Date 3/8/96
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Witness /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Witness /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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ADDENDUM
TO NON EXCLUSIVE BROKER AGREEMENT
between
The ▇▇▇▇▇▇▇ Corporation AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
NEW SCHEDULE "B"
COMMISSION - TERMS - PROCEDURES
1. COMMISSIONS: FOR SALES ESTABLISHED THROUGH A COMMERCIAL
DISTRIBUTORSHIP FOR THE SALE OF COLD-EEZE(TM) AND FOR SALES ESTABLISHED THROUGH
A DISTRIBUTOR SERVING THE ALTERNATIVE MARKETPLACE, UTILIZING COLD-EEZER PLUS, IN
QUANTITIES UP TO AND INCLUDING $100,000.00 IN COLLECTIVE SALES IN ANY GIVEN
MONTH, THE BROKER WILL BE ENTITLED TO A COMMISSION OF (8%) EIGHT PERCENT. ON ALL
SALES THEREAFTER THE BROKER WILL BE ENTITLED TO A COMMISSION OF (5%) FIVE
PERCENT.
2. BONUS COMMISSION: ON ALL SALES SECURED IN THE COMMERCIAL MARKETPLACE
FOR THE SALE OF COLD-EEZE(TM) OR COLD-EEZER PLUS, THE BROKER WILL BE ENTITLED TO
SHARE, ON A 50/50 BASIS, ANY EXTRA MONIES, RECEIVED BY THE COMPANY, OVER AND
ABOVE THE COMPANY'S CURRENT DISTRIBUTOR PRICE LIST, AFTER ALL APPROPRIATE
DEDUCTIONS HAVE BEEN MADE.
3. MAIL ORDER COMMISSIONS: FOR SALES SECURED THROUGH AN ESTABLISHED
MAIL ORDER ENTITY, FOR COLD-EEZER PLUS, WHERE THE BROKER IS PAYING FOR THE
ADVERTISING COSTS, THE BROKER WILL BE ENTITLED TO A COMMISSION OF 20% OF THE
SALE AMOUNT ASSUMING THE MAIL ORDER COMPANY IS PREPARED TO ACCEPT THE COMPANY'S
SALE PRICE, WHICH WILL BE IN KEEPING WITH CURRENT AVAILABLE PROFESSIONAL
DISTRIBUTOR PRICES.
4. COOP ADVERTISING: IN THE EVENT THAT ANY ENTITY DOES NOT ACCEPT A
BARTER ARRANGEMENT OF PRODUCT FOR COOP ADVERTISING, THE MONETARY PAYMENTS MADE
TO ANY SUCH ENTITY WILL BE DEDUCTED PRIOR TO ANY COMMISSIONS BEING PAID TO THE
BROKER.
5. TERMS: REPUTABLE DISTRIBUTORS CAN BE OFFERED 2% 10, NET 30 DAYS
PAYMENT TERMS, SUBJECT TO THE COMPANY ACCEPTING THEIR CREDIT INFORMATION.
6. PROCEDURES: THE BROKER WILL BE RESPONSIBLE FOR ENSURING ORDERS
RECEIVED ARE IN KEEPING WITH THE COMPANY'S TERMS AND THAT THE MINIMUM ORDER TO A
DISTRIBUTOR USING COLD-EEZER PLUS IS ONE MASTER CASE OF SIXTY UNITS AND
ALTERNATIVELY WITHIN THE COMMERCIAL COLD-EEZE(TM) MARKETPLACE WHERE ONE MASTER
CASE CONSISTS OF 24 UNITS. THE BROKER HAS THE FACILITY OF HAVING COLD-EEZE(TM)
SHIPPED IN INDIVIDUAL CASES TO RETAILERS, WHICH HAVE TO BE PAID FOR IN ADVANCE,
EITHER BY CHECK OR UTILIZING THE COMPANY'S MERCHANT CREDIT CARD FACILITIES.
7. PRICE LISTS: CURRENT PRICE LISTS SHALL BE MADE AVAILABLE BY THE
COMPANY TO THE BROKER AT ALL TIMES.
BY: ▇▇▇ ▇▇▇▇▇▇▇ BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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The ▇▇▇▇▇▇▇ Corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date 6/6/95 Date 6/20/95
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Witness /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Witness /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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