SALES REPRESENTATIVE AGREEMENT
Parties:
SEREFEX CORPORATION
a Delaware corporation,
Hereinafter referred to as "SFXC",
and
AMARIN, INC.
a Michigan Corporation
Hereinafter referred to as "AMARIN"
Effective Date: January 27, 2004
In consideration of the mutual covenants and agreements contained in this
agreement, the parties agree as follows:
1. APPOINTMENT OF REPRESENTATIVE. SFXC hereby appoints as its nonexclusive
representative for all distribution channels, except for large chain retail
accounts which will be exclusive to AMARIN set forth in Schedule "C" attached
hereto and by this reference made a part hereof subject to certain provisions of
this agreement, for the promotion and solicitation of orders for the products
described below. AMARIN accepts such appointment upon terms and conditions
contained in the agreement.
2. PRODUCTS COVERED AND SALES TERRITORY.
2.1 AMARIN is authorized to solicit orders for SFXC products and for such
other products as SFXC may hereafter authorize in writing (collectively, the
"products") in the Territory set forth in Schedule "B" attached hereto and by
this reference made a part hereof,
3. TERM. The term of this agreement shall commence on the date hereof and
shall continue for a period of one (1) year from the date hereof (the initial
term), with automatic renewal for a maximum of four (4) successive one-year
periods in the absence of written notice of termination given by either party to
the other not less that thirty (30) days prior to the end of the initial term
and any anniversary date thereof. Notwithstanding the above provisions, either
party as provided in Section 9 may terminate the agreement at any time.
4. CERTAIN DUTIES OF AMARIN.
4.1 AMARIN agrees to comply with all rules, regulations, price lists,
policies and restriction issued or adopted by SFXC in connection with the
products, as modified from time to time.
4.2 AMARIN agrees to devote its best efforts to the performance of its
duties including, but not limited to, the professional presentation of SFXC's
products, the solicitation of orders, servicing of accounts, assistance in
collection of accounts receivable, and performance of such services as may be
reasonably directed by SFXC.
4.3 Amarin agrees to provide and discuss at length, on a bi-weekly basis, a
sales report detailing all current and future activities being undertaken by
Amarin to sell SFXC's products. At a minimum the report must include;
A. Name and contact information of prospective chain stores;
B. Current status of account in relation to SFXC's products;
C. Current material pending presentations and/or installations;
D. Sales forecasts for each prospective customer.
This report shall be faxed to ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇, or any
other individual from time to time as may be directed by the management of the
Serefex Corporation.
4.4 During the term of this agreement, AMARIN shall not, without the prior
written consent of SFXC, directly or indirectly engage in any capacity in the
sale of products that compete with one or more products.
4.5 Amarin shall indemnify and hold SFXC harmless from and against any
claim, loss, liability or expense (including attorney's fees) arising out of or
in connection with any acts or omissions of representative. This provision
shall survive any expiration or termination of this agreement.
5. ORDERS. AMARIN may solicit orders for products under the following terms
and conditions:
A. AMARIN shall not quote any product prices to customers except in
conformity with current price lists provided by SFXC. Prices of the products
shall be subject to change by SFXC.
B. Orders for products shall not be binding upon SFXC until accepted by
SFXC in writing at its home office. All quotations for sales by AMARIN to
customers must be made expressly subject to the approval of SFXC.
C. Unless otherwise agreed by the parties in writing, SFXC shall have
primary responsibility for billing and collecting its own accounts, on such
terms and conditions as SFXC shall determine. AMARIN shall, upon request assist
SFXC in collecting outstanding accounts and in obtaining information relating to
customers or potential customers.
D. All terms and condition of any sale shall be determined solely by SFXC
at its home office. AMARIN shall have no authority to offer or agree to any
terms of sale to customers except with the prior written authorization and
agreement of SFXC made at its home office.
E. SFXC may, at its discretion, (1) decline to accept any such order
solicited by AMARIN (2) cancel or terminate any such order, and (3) discontinue
the manufacture or sale of any one or more products at any time or allocate
products during periods of shortages, in each case without incurring any
liability or obligation to AMARIN under this agreement, including liability for
commissions.
F. SFXC shall have no liability to AMARIN or its customers for delays in
manufacture, shipments or installation of products.
6. COMPENSATION.
6.1 SFXC shall pay AMARIN the stock compensation and commissions less any
offsets set forth in Schedule "A" attached hereto and by this reference made a
part hereof, in US $.
6.2 Any commissions accrued in accordance with this agreement and Schedule
"A" are subject to limitations imposed by law, and commissions shall not be
payable on any sales of products to a customer until and unless the customer
shall have paid SFXC all amounts due and owing with respect to such sales. No
commissions shall in any event be payable with respect to orders canceled by
SFXC or its customers. No commissions shall in any event be payable with
respect to any payments to SFXC by customers for products if such payments are
received by SFXC for products ordered more than one year after notice of
termination of this agreement is given by either SFXC or AMARIN. However, for
each month of service, AMARIN will receive an additional month of commission to
a maximum total of 1 year on major retail accounts in the event of termination.
6.3 No commissions shall be paid if AMARIN is in violation of clause 4.3 of
this agreement, until and unless such violations are cured to the satisfaction
of SFXC.
7. INDEPENDENT CONTRACTOR. In carrying out its duties pursuant to this
agreement, AMARIN shall have the status of an independent contractor and not an
employee of SFXC. AMARIN shall have no authority to bind SFXC to any obligation
or to make any representations on behalf of SFXC.
8. MODIFICATIONS. SFXC shall have the right, in its sole discretion from
time to time, to change its products, sales prices and other terms, conditions
and provisions relating to orders for products.
9. TERMINATION. Notwithstanding any other provisions hereof, SFXC or
representative may terminate this agreement at any time with or without cause
upon sixty (60) days written notice to the other party. The termination of this
agreement as provided above shall not prejudice any other remedy to which either
party may be entitled under this agreement, at law or in equity.
10. PROTECTION OF TRADE SECRETS. AMARIN agrees that all files, records,
documents, promotional material, specifications, books, customer lists,
equipment, merchandise and similar items relating to the business activities of
SFXC shall remain the exclusive property of SFXC and AMARIN agrees to deliver
such items and copies thereof, including all records of AMARIN relating to the
products, to SFXC upon termination of the agreement for any reason whatsoever.
During the term of this agreement and at all times thereafter covenants that it
will not, except as authorized in writing by SFXC, disclose to any person or
entity any knowledge or information which he acquired while employed by SFXC
regarding:
A. Any price lists, customer records, sales and distribution techniques,
trade secrets and other confidential information of SFXC pertaining to its
business activities;
B. Any lists of SFXC's customers, suppliers, employees or any other
documents or materials from which lists of any or all of such customers,
suppliers, or employees could be derived; or
C. Any information derived by AMARIN during its employment by SFXC
relating to the needs and requirements of SFXC's customers.
For purposes of this section, the "customers" and "suppliers" of SFXC shall
include any such customers and suppliers during the term of this agreement or,
if longer, during the two-year period preceding the termination of this
agreement.
11. PRODUCT LIABILITY INSURANCE. SFXC represents and warrants to AMARIN
that it is currently maintaining a products liability policy in an amount of not
less that One Million Dollars ($1,000,000.00) which, if required by AMARIN, will
name AMARIN as an additional insured.
12. COMPLIANCE WITH APPLICABLE LAW. SFXC represents and warrants to AMARIN
that its current product line to be sold in Canada and the USA complies with all
applicable federal, state and local laws, including all environmental laws.
13. MISCELLANEOUS PROVISIONS.
13.1 All notices and other communications hereunder shall be deemed to have
been duly given if they are in writing and have been delivered personally or
have been deposited in the mail for delivery by certified mail, return receipt
requested, or by regular first class mail, postage prepaid. Notice to AMARIN
shall be sent to the same address as his commission payments are sent being; ▇▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Notice to Serefex Corporation shall be sent
to ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Either party may change
the address to which notices to such party are to be sent by giving written
notice of such change to the other party in accordance with the provisions of
this section.
13.2 This agreement supersedes any previous written or oral understandings
or agreements between SFXC and AMARIN and is the only agreement between the
parties currently in effect.
13.3 This agreement constitutes a personal contract that may not be
transferred or assigned by AMARIN without prior written consent of SFXC, such
consent not to be unreasonably withheld.
13.4 This agreement shall be interpreted and enforced in accordance with the
laws of the State of Florida, USA.
13.5 The failure of SFXC to insist upon strict performance of any covenant
or condition of this agreement or to exercise any right hereunder shall not be
construed as a waiver or relinquishment for the future of any such covenant,
condition or right.
IN WITNESS WHEREOF, the parties have executed this agreement on the date first
written above.
"SFXC" SEREFEX CORPORATION
Witness ________________________ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
Date: __________________________________
"AMARIN" AMARIN, Inc.
Witness ________________________ By: /s/ Art McWood
---------------
Art McWood
Title: President
Date: __________________________________
SCHEDULE "A"
SFXC shall pay AMARIN, on the sale of SFXC products within the territory based
on sales by AMARIN. SFXC shall make payment to AMARIN upon payment to SFXC from
customer.
1. Compensation;
a. AM to receive 12% of Gross Product Sales of accounts covered under section
1(a) above.
b. AM to receive One Million (1,000,000) shares of Serefex Corporations
restricted common stock, which is and will be subject to any
reorganization, forward split, reverse split or any other changes in the
companies capital structure approved by the companies shareholders. The
restricted common stock is to be payable in the following manner:
333,334 shares upon execution.
222,222 shares upon completion of the first year of service.
222,222 shares upon completion of the second year of service.
222,222 shares upon completion of the third year of service.
2. Compensation Offsets due from AM
a. AM agrees that from time to time, as necessary, sub-reps will be required
to perform services in which they are entitled compensation. AM agrees that
any and all compensation due to these reps and/or organizations shall be
subtracted from monies due AM under 1(a) above.
3. As the efforts to pioneer the sales of the company will be extensive;
SFXC will reimburse Amarin's pre-approved travel expenses until US sales surpass
the US$ 1 million ▇▇▇▇
SCHEDULE "B"
TERRITORY
The United States
Schedule C
Exclusivity
As per Paragraph 1 of this agreement, AMARIN will be the exclusive
representative in the USA to stores defined as "Big Boxes" further defined as
chain stores whose average size is over 40,000 Sq. Ft. and number over 100
stores per chain.
This shall include large retail chains such as Home Depot, Lowes, Menards
Etc.
To maintain this exclusivity, this agreement must be in effect and in good
standing.
