EXCLUSIVE DISTRIBUTOR AGREEMENT
1. PARTIES
The parties to this Distributer Agreement are:
TrimFast Group, Inc. (Hereinafter "Distributor")
[ILLEGIBLE] Xxxxx Xxxxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxxxx, XX 00000
And
IMMMU Inc. (Hereinafter "Manufacturer")
[ILLEGIBLE] E. l8th Street
Brooklyn N.Y. 11230
II. COMMENCEMENT
This Distributor Agreement shall commence on the 1st day of November 1999.
III. TERM
This Distributor Agreement shall commence on the 1st day of November 1999
and expire on the 31st day of December 2001. This contract will
automatically renew if the following new minimums monthly sales are met.
See Section V E.
IV. PURPOSE
Manufacturer desires to appoint TrimFast Group Inc. as the Distributor on
an exclusive basis for the country of Canada and the Distributor desires
to accept such appointment.
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Page Two
V. AGREEMENT
In consideration for the mutual agreements and promises Manufacturer and
Distributor agree as follows:
A Manufacturer agrees to allow Distributor to market Manufacturer's
products directly to distributors, wholesalers and retailers under
the pricing structure designated by Manufacturer during the term of
this agreement.
B Distributor shall keep Manufacturer informed as to the general
conditions, which pertain to or affect the sale of its products.
C Distributor shall have the responsibility for the sale and
distribution of all products, whether through a line extension or
acquisition.
D Distributor will serve as an independent contractor responsible for
paying all applicable social insurance, withholding, and other
employment taxes. The Distributor bears all expenses incurred in its
sales endeavors. Excluding certain expenses that Manufacturer agrees
to pay prior to any commitment being made. Said Manufacturer expense
to be approved in writing.
E Manufacturer shall furnish Distributor with all necessary sales
supplies such as catalogs, price lists, and other sales aids in
sufficient quantity to fulfill the requirements of the territory, at
no charge,
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Page Three
unless mutually agreed upon in writing. In addition, Manufacturer
shall furnish adequate samples to Distributor. Such samples shall
remain the property of Manufacturer. Except in the case of
unsolicited samples or samples which are expendable or of
insufficient value. Distributor shall exercise reasonable care in
accounting for all samples furnished and will return such samples to
Manufacturer or dispose of them at prices set by Manufacturer
remitting any proceeds to Manufacturer, at its direction
F Distributor will receive a 2% volume discount (in product) on all
purchase orders, to be used for samples and demos.
G Distributor will make no representations, warranties, or commitments
binding Manufacturer without Manufacturer's prior consent, other
than standard terms of the sale.
H. Manufacturer agrees to indemnify and hold harmless Distributor from
any loss, damages, claim or settlement that may arise out of any
defect, known or unknown, in the product at the time of manufacture.
That is, provided that no material alteration of the product by
Manufacturer's Representative, its officers, agents, or employees
contributed to or caused the loss, damage, claim or settlement in
question.
I. Distributor agrees to aggressively and vigorously market and promote
the product to all existing and potential customers.
J. Distributor will make no representations, warranties, or commitments
binding Manufacturer without Manufacturer's prior consent, other
than standard terms of the sale.
K. Distributor agrees to indemnify and hold Manufacturer harmless from
any loss, damages, claim or settlement arising from the
misrepresentation of Distributor, its officers, agents or employees
in the marketing and promotional activities of Distributor.
L Manufacturer retains the right to approve any marketing materials
containing its product logos, designs, trade names etc. The
Manufacturer's trade names, product and designs remain the sole
property of Manufacturer.
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Page Four
VI. TERMINATION
Either party hereto may terminate this Distributor Agreement on
thirty-day's written notice to the other party. If said termination is
occasioned by a breach of or default in performance of any obligation
contained herein, the defaulting party shall be afforded 30 days from
default notice to cure such default. Cure includes payment to the other
party of all reasonable expenses incurred as approximate result of such
default.
VII. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
concerning the subject matters hereof and supersedes any prior agreements
or understandings respecting such subject matter. Any modification of this
Agreement must be in writing and executed by both parties to this
Agreement. The parties agree that the terms and conditions of this
Agreement shall remain confidential during its term and for a period of
ninety (90) days thereafter.
All notices or other communications which are required or which may be
given pursuant to the terms of this Agreement shall be in writing and
shall be delivered personally (and receipted for) or by registered or
certified mail, postage prepaid, return receipt requested.
Any such notice shall be deemed effective when personally delivered of
five (5) days following its deposit in the United States mail as
specified.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives,
successors and permitted assigns.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. In case of any dispute under this Agreement,
the parties agree to the jurisdiction of the Florida court with venue in
Hillsborough County, Florida. In the event of any dispute arising under
this Agreement, the prevailing party shall be entitled to recover all
costs including reasonable attorney's fees.
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If any provision of this Agreement is for any reason determined to be
invalid or unenforceable, such determination shall not affect the validity
or the enforceability of any other provision hereof.
SIGNED and AGREED TO this 1 day of November 1999
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Distributor TrimFast Group Inc.
By: Xxxxxxx X. Xxxxx
President
/s/ Xxxxxxx X. Xxxxx
--------------------
Signature
Manufacturer Immmu Inc..
By: Xxx Xxxxxxx
CEO/President
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Signature
