EXHIBIT 10.17
REPRESENTATION AGREEMENT
WITH ▇▇ ▇▇▇▇▇▇▇
SALES AND MARKETING
REPRESENTATION AGREEMENT
REPRESENTATIVE: ▇ ▇ ▇▇▇▇▇▇▇ Sales and Marketing
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
COMPANY: Organic Sales and Marketing
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TERRITORY: See attached account list
PRODUCTS: all retail products offered by Company as shown on price list attached
DATE OF AGREEMENT: October 1, 2007
Initial of Representative's
Officer
/s/
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Initial of Company's
Officer
/s/
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REPRESENTATION AGREEMENT
The Company hereby engages the Representative 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 a commission of five percent (5%) of the net
payments made for product sold by the Company in the Territory. Commissions
shall be paid by the fifteenth (15th) day of each month for payments made in the
previous calendar month.
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 one (l) 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.
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 6th day of November, 2007.
: Organic Sales and Marketing, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
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▇ ▇ ▇▇▇▇▇▇▇ Sales and Marketing
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇ Sales and Marketing
Account List
o WakefernlShop-Rite
o The Great Atlantic & Pacific Tea Company
o Pathmark Supermarkets
o Krasdale
o Key Foods
o General Trading
o Restaurant Depot/Jetro
o ▇▇▇▇▇ ▇▇▇▇
Kings
-Foodtown
o HaddonHouse
o ▇▇▇▇ ▇▇▇▇▇▇
o Redners Market
o Bed Bath and Beyond