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Exhibit 10.14
SALES REPRESENTATIVE AGREEMENT
This agreement is dated as of JANUARY 1, 2000 and is between SIPEX Corporation,
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ("Sipex" or the "Company"), and
((COMPANY NAME)), ("Representative"), ((ADDRESS)).
1. APPOINTMENT, TERRITORY AND ACCEPTANCE
1.1 APPOINTMENT AND TERRITORY. Representative is hereby
appointed as the sales representative of the Company, subject to the terms and
conditions of this agreement, for the sale of the Products (as defined in
Paragraph 2), to all purchasers not hereafter excluded from this agreement, in
the following territory (hereinafter called the "Territory"):
TERRITORY: ((STATES COVERED))
((ZIP CODE))
((OTHER))
((OTHER1))
((OTHER2))
1.2 ACCEPTANCE. Representative hereby accepts this appointment
and agrees to use its best efforts to market and solicit purchase orders for and
promote the sale of the Products in the Territory.
2. PRODUCTS. The products covered by this agreement (hereinafter called
"the Products") are per Schedule A.
3. COMMISSIONS. Except as otherwise provided herein, the Company shall
pay Representative a commission as set forth on Schedule B which shall be a
percentage of Net Sales (as defined in Section 3.1 hereof) of Products. The
Company shall pay Representative such commissions on the first day of each month
with respect to all invoices dated at least 60 days prior to such date for sales
of Products on which a commission is due the Representative. Unless otherwise
specifically stated in Schedule B, no commission shall be payable with respect
to any order for Products received prior to the date of this agreement.
3.1 NET SALES. For the purpose of this agreement, the term
"Net Sales" of Products shall mean the amount of invoices for sales of Products
within the Territory (a) after deducting all trade discounts, freight costs, and
transportation expenses or transportation allowances from the shipping point of
the Products sold, all sales, excise or other similar taxes, C.O.D. charges,
shipping insurance and the like, (b) net of all cancellations, returns and
allowances, and (c) after deductions for all rejections by customers or
consignees of any of the Products.
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3.2 HOUSE ACCOUNTS. As listed in Schedule C, House Accounts
are customers which Sipex, at its sole discretion, will not pay Representative
any commission whatsoever. Sipex shall have the right to modify this list of
House Accounts, at its sole discretion, by giving Representative thirty (30)
days notice of such change.
3.3 RETURNS & NON-PAYMENT. If any commissions have been paid
to Representative with respect to any Products which are subsequently returned,
or which are not for any reason paid for within 90 days from the invoice date,
the amount of commissions paid with respect to such returned or unpaid Products
shall be charged against Representative's account, or repaid by Representative
to the Company if no further commissions are payable hereunder. Upon subsequent
receipt by the Company of payments with respect to sales as to which commissions
have been charged back or repaid by Representative, the Company shall pay
Representative the proportion of the commission equal to the proportion of such
payment as against the total amount that resulted in the charge-back to or
repayment by Representative.
4. SPLIT COMMISSIONS. Commissions shall be payable as set forth herein
on all transactions in which Products are ordered from a Territory, whether or
not such orders are procured by Representative provided however, in situations
where the design-in function occurs at a different location then the order
placement, the commission will be allocated between the representatives covering
the territory where the design-in occurs (the "Design-In Representative") and
the representative covering the territory where the order placement occurs (the
"Order Placement Representative") as follows:
A. Multi-source Products
Design-In Representative....................... 60%
Order Placement Representative................. 40%
B. Sole-source Products (Updated list to be generated by Sipex
as required)
Design-In Representative...................... 70%
Order Placement Representative................ 30%
In any territory where there is no representative under contract, the Company
shall be considered to be the representative for such territory. The Company
shall have the sole right and responsibility of commission assignment for each
situation involving allocation of commissions pursuant to this section 4, and
the decision of the Company shall be final and binding upon Representative and
the Company's other sales representatives.
4.1 "DESIGN-IN" FUNCTIONS. For the avoidance of doubt, a shared
sales commission will be paid when the Design-In Representative provides the
"minimum function's" leading to the "design-in" and acceptance of Products at
the specific customer within the Design-In Representative's specific contracted
territory. The "minimum functions" that must be performed to claim a specified
share of the sales commission:
(a) Identify the customer and sales opportunity.
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(b) Document the specific sample request on Sipex
formatted Sample Request form completing all required
information, i.e., Customer name, address, sales
potential, design engineer, phone numbers, time
schedules for prototype, pre-production, production
schedule, etc.
(c) Identify the specific product specification or
product modification requested by the customer.
(d) Purchase order for the prototype build (if greater
than 100 pieces) (Sample requests, schedule).
(e) Identify requirements for qualifying the Company
product at the customer level. Coordinate this
activity with the Company to obtain the product
qualification to coordinate with other sales offices
to obtain the product qualification if this location
is not within their assigned territory.
(f) Obtain the assigned Customer Part Number and get copy
(or section) of the ▇▇▇▇ of material with this part
number identified.
(g) Provide customer target prices and deliver Price
Quotations during the design cycle. Price Request
format. (Identifying the design center is a section
of this format.)
(h) Identify the production locations or sub-contractors.
The time schedule and potential names of multiple
sub-contractor bidding on the project should be
listed.
4.2 LOGISTIC SUPPORT
(a) Request and deliver final price quotation to the
customer. Request for Price Quotation must be made on
the Sipex RFQ format.
(b) Request and obtain from Sipex the necessary
documentation to obtain final product qualification
at the customer level.
(c) Secure the necessary customer information to justify
the extension of credit and payment terms for the
level of business to be awarded.
(d) Negotiate and obtain the customer purchase order and
scheduled delivery.
(e) Obtain and communicate the customer projected six (6)
months forecasted production rate.
(f) Develop and communicate other product applications or
other Sipex Corporation products that could be
designed in at the account base.
5. RESPONSIBILITIES AND REPRESENTATIONS OF REPRESENTATIVE.
5.1 Representative warrants that it has the right to enter
into this Agreement and that it will not misrepresent the functionality or
performance of the Products. Representative further represents that it will
market the Products and represent Sipex in a professional manner and that it
will at all times protect the reputation and goodwill of Sipex.
5.2 Representative shall use its best efforts to promote the
sale of the Products in the Territory. Services that Representative shall
perform include, but are not limited to (i)
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provide information to the Company concerning market trends, customers' needs as
the same pertain to the Company's present and future products, and customer
credit information that may come to Representative's attention; (ii) supply
customers with requested technical information concerning the Company's products
or promptly refer such requests to the Company; (iii) assist in follow-up of
installations of the Products to assure customer satisfaction; (iv) exhibit the
Company's products in an attractive and reasonable manner at each trade show in
which Representative is exhibiting; (v) provide the Company with a Monthly
Opportunity Report in the form of Schedule D, a Quarterly Scorecard Report in
the form of Schedule E, quarterly and annual forecasts; and (vi) visit the
Company for such sales meetings as may be deemed necessary or desirable by the
Company. Unless stated otherwise, representative shall pay all costs and
expenses incurred in marketing and supporting the Product and in performance of
its obligations, duties and actions under this Agreement.
5.3 Representative shall not use any of the Company's trade
marks or trade names, whether registered or not, except in connection with sales
of the Products, and any such permitted use shall be subject to the Company's
prior written approval. Representative agrees to cease all use of the marks or
names of the Company for any purpose whatever on termination of this Agreement.
Any advertising of the Products done by Representative shall be subject to the
Company's approval as to substance and form. During and after the term of this
agreement, Representative shall not use the Company's name in any way not
specifically authorized herein. Representative shall not at any time do, permit,
or cause to be done any act or thing which would tend to impair Sipex's rights
in the Products or Sipex's trademarks and trade names. Should any misuse of
Sipex's trademarks or trade names by any third party come to the notice of
Representative, Representative shall promptly inform Sipex of such misuse.
5.4 Representative shall carry full liability insurance,
including without limitation, insurance on all automobiles or other
transportation equipment used by it.
5.5 Representative will be advised periodically, at sales
meetings or otherwise, as to the minimum standard for sales in the Territory.
Representative shall use its best efforts to obtain this objective. Failure to
meet such objective may at the option of the Company be considered just cause
for termination.
5.6 Representative shall have the right to act as sales
representative for manufacturers other than the Company, subject to the
provisions of this section 5.6. In order to assure compliance with the
foregoing, Representative shall, upon the execution of this Agreement, provide
the Company with a complete list of all of the companies for which it performs a
marketing function, showing the product types of each company, and a similar
list shall be provided for each marketing organization in which Representative's
owners or officers have a beneficial interest. Representative shall not
represent any competitors or any competitors products as determined solely by
Sipex in the Territory without Sipex's written consent. Failure to comply with
the requirements of this section 5.6, or failure to discontinue representation
of any company or product that the Company deems to be competitive, shall
constitute just cause for termination of this agreement.
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5.7 Representative shall make no representation or warranty
relating to the Products or the Company, shall incur no liability or expense
chargeable to the Company and shall not disclose or appropriate to its own use,
either during the term of this agreement or thereafter, any proprietary
information or Confidential Information of the Company to which Representative
may be or become privy.
5.8 Representative shall be responsible for providing adequate
training to insure the proper technical competence of its sales staff. Such
responsibility shall include but not be limited to travel to the Company's plant
by Representative's personnel when necessary and appropriate, and participation
in sales conferences conducted by the Company's personnel at trade shows and
when visiting the Territory.
5.9 Representative shall supply to Sipex all information and
records which are required by the laws of the Territory.
5.10 Subject to the terms of this Agreement, Representative
will notify Sipex in writing prior to making any substantial operational changes
which may affect Representative's efforts under this Agreement including, but
not limited to, changes in personnel, ownership, legal structure, and products
represented by Representative.
5.11 Representative shall keep Sipex informed as to any
problems encountered with the Products and as to any resolutions arrived at for
those problems, and shall communicate promptly to Sipex any and all
modifications, design changes or improvements of the Products suggested by any
entity or person solicited by or making inquiries of Representative or by any
employee of Representative. Representative further agrees that Sipex shall have
and is hereby assigned any and all right, title and interest in and to any such
suggested modifications, design changes or improvements of the Product, without
the payment of any additional consideration therefore either to Representative
or its employees or to any customer of Representative.
5.12 SELLING RESTRICTIONS.
(a) Representative will not knowingly work or in
any way initiate, condone or transfer Sipex
products to any person or company, where
such transaction is forbidden by United
States Law.
(b) Representative will not, without prior
written permission from Sipex, knowingly
sell or otherwise participate in the sale of
Sipex's products to any company where the
end product in which Sipex's device may be
incorporated could be termed or classified
as "life support". If there is reasonable
doubt as to a "life support" classification,
Representative will ask for and receive
written permission from Sipex prior to any
presentation, design effort, order and/or
shipment of Sipex's product.
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(c) Representative shall not assign or engage in
any manner any distributors without prior
written approval from Sipex.
(d) It is further specifically prohibited for
Representative to alter, remove or ▇▇▇▇ any
portion of the part number, date code, logo
or factory code on any device manufactured
by Sipex. Any violation of this policy could
result in immediate termination of this
Agreement.
6. COMPANY RESPONSIBILITIES AND LIMITATIONS
6.1 The Company shall furnish the following services under
this agreement: (i) notify Representative of inquiries received by the Company
from the Territory and for the Products; (ii) supply Representative, without
cost, such promotional materials as it has available relating to the Products;
(iii) provide Representative with reasonable knowledge, training, and sales
assistance; and (iv) provide Representative such demonstration units for a
reasonable period of time as are deemed necessary or desirable by the Company.
6.2 The Company shall be under no obligation to Representative
to manufacture, sell or supply, or to continue to manufacture, sell or supply
any of the Products, and it shall be under no obligation to continue or
discontinue, or to change any model or type of, any of the Products. The Company
assumes no liability to Representative for any failure on its part to fill
orders for Products accepted by the Company but which Company is unable to fill
for any reason.
6.3 The Company shall defend, indemnify and hold
Representative harmless from any and all damages resulting from a claim of
infringement of any third party patent rights finally awarded by a court or
other tribune from which no appeal is or can be taken.
6.4 The Company shall exercise only such influence over
Representative as shall be reasonably necessary to effect the overall objectives
of the Company in the marketing and sales of the Products in the Territory.
7. CONFIDENTIALITY.
7.1 CONFIDENTIAL INFORMATION means (i) the terms of this
Agreement and (ii) information designated as confidential by the disclosing
party, including, but not limited to, data, designs, drawings, documentation,
software (regardless of form or media), prototypes, processes, methods,
concepts, research, development and business activities, whether obtained or
disclosed verbally or in writing.
7.2 NONDISCLOSURE. Each party acknowledges that both during
the evaluation and negotiation period and in the course of this Agreement it has
been or shall be entrusted with certain Confidential Information of the other
and agrees to use reasonable care to protect the confidentiality thereof, using
at least the same degree of care that it would use to protect its own
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similar information and for the term of this Agreement and for a period of two
(2) years from the termination of this Agreement shall not (a) use such
Confidential Information for any purpose except the performance of this
Agreement, or (b) disclose any such Confidential Information to any person
(except employees and agents on a need-to-know basis) unless such disclosure is
authorized by the other disclosing party in writing or (c) disclose any such
Confidential Information required by court or judicial order without first
informing the disclosing party and cooperating with the disclosing party if such
party shall contest the disclosure thereof. Each party agrees to take all
reasonable steps to ensure that Confidential Information is not disclosed or
distributed by its employees or agents in violation of the terms of this
Agreement.
The obligations under this Section shall not apply to information which
(i) is or becomes a part of the public domain through no act or omission of the
receiving party, (ii) was generally known in the trade or business in which it
is practiced by the receiving party at the time of disclosure, or becomes so
generally known after such disclosure through no act of the receiving party,
(iii) was in the receiving party's possession without confidentiality
restrictions prior to disclosure by the disclosing party, (iv) comes into the
possession of the receiving party rightfully from a third party without
obligation of confidentiality prior to disclosure by the disclosing party, and
(v) is independently developed by the receiving party without the use of any
Confidential Information of the disclosing party.
7.3 NOTIFICATION. Representative agrees to notify Company
promptly and in writing upon its discovery of any unauthorized access,
disclosure, distribution, alteration, transfer, reproduction or use of any
Product or any portion thereof.
8. NO AGENCY. This Agreement does not constitute Representative as an
agent of the Company for any purpose, either as a result of, or in any
transaction relating to, this Agreement. Both parties hereto shall be recognized
for all purposes as independent contractors, and neither shall in any way pledge
the other's credit or incur any obligation on behalf of the other.
Representative shall not at any time make any representation, whether in
advertising material, promotional material or otherwise, and either orally or in
writing, that it is an agent or partner of or engaged in a joint venture with
the Company. All expenses for the operation of Representative's office and place
of business, and the costs and expenses of all its activities hereunder, shall
be the sole responsibility of and shall be paid by Representative.
Representative shall have no authority to endorse the Company's name to any
checks, commercial paper or any other instruments or documents.
9. PRICES AND CREDITS; ORDER APPROVAL PROCEDURE. All prices, discounts,
specifications and terms governing the sale of Products shall be established by
the Company from time to time, and shall be under its exclusive control. The
Company shall have the sole right of credit approval or credit refusal in all
cases. All orders and proposals, and all transactions at any time proposed by
Representative, shall be subject to acceptance or rejection by the Company, and
Representative shall have no authority to enter into any sales, contract or
proposal relating to the Products. For these purposes, all such bids, proposals,
offers and proposed contracts shall be submitted by Representative to the
Company for its approval or rejection, and the Company shall have the right to
approve or reject any such bids, proposals,
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offers or proposed contracts in its sole discretion. Sipex shall use its
reasonable commercial efforts to ship Products in conformity with shipping
dates; however, Sipex shall not be liable to Representative for delays in
delivery.
10. INVOICES AND CANCELLATIONS. Invoices in connection with the sale of
Products hereunder shall be rendered by the Company directly to the customer,
and copies in duplicate of all such invoices shall be forwarded to
Representative if a commission in connection therewith is payable to
Representative. While it is agreed that the full responsibility for all
collections of customer accounts remains with the Company, Representative agrees
to cooperate and assist the Company in collection of delinquent accounts. If in
any manner Representative receives any funds or remittances in any form upon any
orders or contracts or upon any Products shipped by the Company, Representative
agrees to forward such proceeds immediately to the Company in the form received
by it. Representative agrees that it will make no allowances or adjustments in
accounts, or authorize the return of any Products, unless specifically
authorized in writing to do so by the Company.
11. ADVERTISING AND SALES MATERIAL. The Company will supply to
Representative without cost from time to time reasonable quantities of such
advertising and selling literature and material as the Company make available to
its sales representatives generally. Representative shall make proper use of
such items in accordance with the Company's general marketing plan and shall not
suffer or allow the Company's Confidential Information to be shown to or come
into the hands of any competitors of the Company. All such material shall remain
the property of the Company and shall be returned to it at its request.
Representative shall execute such documents as may be reasonably required by the
Company to assure its title in all such material, as well as in all consigned
Products.
12. TERM AND TERMINATION.
12.1 INITIAL TERM. This Agreement shall have an initial term
of one (1) year from the date hereof (the "Initial Term") unless terminated
earlier pursuant to the provisions hereof. Upon the expiration of the Initial
Term, the Agreement will automatically renew for successive one (1) year terms
unless either party gives the other party written notice of its intention not to
renew the Agreement at least sixty (60) days prior to the end of the
then-current term.
12.2 TERMINATION.
(a) This Agreement may be terminated by either
party for convenience upon not less than
sixty (60) days written notice to the other
party.
(b) This Agreement may be terminated by either
party on thirty (30) days written notice to
the other party, if such party fails to
perform material obligation required of it
hereunder and such failure is not cured
within said thirty (30) day period,
including, without limitation, such material
defaults specifically referenced in this
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Agreement. If the other party files a
petition for bankruptcy or insolvency, has
an involuntary petition under bankruptcy
laws filed against it, commences an action
providing for relief under bankruptcy laws,
files for the appointment of a receiver, or
is adjudicated a bankrupt concern, this
Agreement shall terminate as of the date of
such termination of business or commencement
of such proceedings, as the case may be.
(c) This Agreement may be terminated immediately
on notice by Sipex if there is a material
change in the ownership or control of the
Representative.
(d) In the event of termination of this
Agreement by the Company, except for cause,
commissions attributable to orders received
by the Company prior to the effective date
of termination and fully released as of such
date will be paid with respect to all
Products shipped under such orders for a
period as specified in Schedule F after the
effective date of termination, and shall not
be paid with respect to Products shipped
thereafter. In the event of termination of
this agreement by Representative, or
termination by the Company under Section
12.2 (b) the Company shall be under no
obligation to pay any further commissions to
Representative except for commissions
accrued and unpaid to the date of
termination with respect to Products shipped
prior to such date. In the event of a breach
by Representative of its obligations as set
forth in section 5.6 hereof, this agreement
shall terminate as of the date of the
Representative's representation of a
competing company or product. In any of the
events described in the preceding sentence,
the Company shall be under no obligation to
pay any further commissions to
Representative except for commissions
accrued and unpaid prior to the date of
termination with respect to Products shipped
prior to such date.
12.3 RETURN OF MATERIALS. Within five (5) days of the
termination or expiration of this Agreement:
(a) Representative shall return or destroy, as
requested by Sipex, all Confidential
Information, documentation, sales manuals,
price lists, Product literature and all
other tangible materials that it has
received from Sipex under this Agreement;
and
(b) Representative shall deliver to Sipex all of
its files, records and correspondence
relating to pending negotiations or
transactions with actual or prospective end
users of the Products.
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12.4 REPRESENTATIVE OBLIGATIONS. Immediately upon termination
or expiration of this Agreement, Representative shall: (i) discontinue any use
of the name, logo, trademarks or slogans of Sipex and the trade names of any of
the Products, (ii) cease making any representations or statements from which it
could be inferred that any relationship exists between Sipex and Representative,
and (iii) cease soliciting orders for and promoting the Product (but will not
act in any way to damage or impair the reputation of Sipex or the Product).
12.5 NO LIABILITY. Termination of this Agreement by either
party for any reason shall not give rise to any liability on the part of the
terminating party for compensation, reimbursement or damages on account of loss
of prospective profits or anticipated sales or on account of expenditures,
investments, leases, property improvements or commitments in connection
therewith; such termination shall not affect the liability of one party to the
other on account of business previously consummated hereunder.
12.6 SURVIVAL. The provisions of this Section 12 and Sections
5.3, 5.4, 5.7, 7, 8, 13, 14 and 15, shall survive the termination or expiration
of this Agreement for any reason.
13. INDEMNIFICATION
Representative shall indemnify and defend all claims and hold Sipex harmless
from and against (i) any and all claims, losses, demands, suits and actions for
damages to property or persons in any manner caused by or arising from, incident
to, or growing out of the negligent, intentional or other acts of
Representative, its employees or agents (ii) all claims and damages which arise
out of Representative's breach of this Agreement (iii) any and all damages to
property or injuries to any of Representative's officers, agents or employees,
from any cause whatsoever, and (iv) any liability arising from the breach by
Representative of this Agreement.
14. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIPEX BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES
FOR LOSS OF REVENUE, PROFITS, DATA OR USE, INCURRED BY REPRESENTATIVE OR ANY
THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SIPEX HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CLAIMS UNDER SECTION 7,
SIPEX'S AGGREGATE LIABILITY FOR ALL DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED
THE AMOUNT OF COMMISSIONS PAID TO REPRESENTATIVE UNDER THIS AGREEMENT.
THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN SIPEX AND
REPRESENTATIVE. SIPEX'S TERMS REFLECT THIS ALLOCATION OF RISK AND THE LIMITATION
OF LIABILITY SPECIFIED HEREIN.
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THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO ANY
CLAIM IN RESPECT OF DEATH OR PERSONAL INJURY OR IF CONTRARY TO ANY APPLICABLE
LAW.
15. MISCELLANEOUS.
15.1 NOTICES. All notices required or permitted to be given in
connection with the transactions contemplated by this Agreement shall be in
writing and shall be deemed to have been sufficiently given to the parties if
delivered to, or mailed by certified mail, postage prepaid, or overnight courier
addressed to the parties at their respective addresses set forth on Page 1 of
this Agreement, or such other address or addresses as either party shall notify
the other in writing.
15.2 DISPUTES. All claims made by Representative regarding
adjustments to commissions paid by Sipex must be made in writing within sixty
(60) days of receipt of the disputed commission.
15.3 GOVERNING LAW. The agreement is intended to take effect
as a sealed instrument and shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts without regard to the conflict of
laws provisions thereof.
15.4 JURISDICTION. Any legal action or proceeding relating to
this Agreement shall be instituted in a state or federal court in Boston or
Suffolk County, Massachusetts. Both parties agree to submit to the jurisdiction
of, and agree that venue is proper in, these courts in any legal action or
proceeding relating to this Agreement.
15.5 HEADINGS. The headings in this agreement are for
convenience only and shall not affect the construction hereof.
15.6 ASSIGNMENT. Representative may not delegate any of its
duties or assign, transfer or sublicense any of its rights or obligations under
this Agreement by operation of law, change of control or otherwise, without
Sipex's prior written consent. Sipex, at its sole option, may terminate this
Agreement in the event Representative shall have any change in ownership or
control. Representative shall notify Sipex of any such change in ownership
within three (3) days of such event.
15.7 SEVERABILITY. In the event any provision of this
Agreement is found to be invalid, illegal or unenforceable, the validity,
legality and enforceability of any of the remaining provisions shall not in any
way be affected or impaired thereby, and that provision shall be reformed,
construed and enforced to the maximum extent permissible, provided that this
Agreement shall not then substantially deprive either party of the bargained-for
performance of the other party. Any such invalidity, illegality or
unenforceability in any jurisdiction shall not invalidate or render illegal or
unenforceable such provision in any other jurisdiction.
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15.8 COMPLIANCE WITH LAWS. Representative will comply, at
Representative's expense, with all statutes, regulations, rules and ordinances
of any governmental body, department or agency which apply to or result from
Representative's obligations under this Agreement. Representative agrees not to
export the Product directly or indirectly, separately or as part of a system,
without first obtaining proper authority to do so from the appropriate
governmental agencies or entities, as may be required by law.
15.9 ENTIRE AGREEMENT. This Agreement and its Schedules, which
are incorporated herein by reference, constitute the entire understanding
between the parties, and supersede all prior discussions, representations,
understandings or agreements, whether oral or in writing, between the parties
with respect to the subject matter of this Agreement. In the event of any
conflict between the terms of this Agreement and those set forth on any Schedule
hereto, the terms of this Agreement shall prevail. Any modification or amendment
to this Agreement or any of the Schedules must be in writing and signed by
authorized representatives of both parties.
15.10 WAIVERS. The failure of either party to enforce at any
time any provision hereof shall not be construed as a waiver of such provision,
and shall in no way affect such party's right to enforce such provision
subsequently.
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This Agreement may be signed in one or more counterparts, each of which
shall constitute an original, but all of which shall constitute one and the same
instrument.
IN WITNESS THEREOF the parties have executed this agreement as of the
date first written above.
SIPEX CORPORATION: REPRESENTATIVE:
BY BY
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▇▇▇▇ ▇▇▇▇▇▇▇ Print Name:
-------------------------
Senior Vice President, Sales Print Title:
------------------------
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SCHEDULE A
PRODUCTS
1. All Sipex/Calogic/Alpha products and services except:
Dielectrically isolated bare wafers
Wafer grinding and polishing services
All standard hybrid products
All custom hybrid products
((OtherProducts))
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SCHEDULE B
COMMISSION RATE
Commissions will be paid on net sales of all covered products, services
and ASIC NRE at a rate of 5%.
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SCHEDULE C
HOUSE ACCOUNTS
((ScheduleC))
((C))
((C1))
((C2))
((C3))
((C4))
((C5))
((C6))
((C7))
((C8))
((C9))
((C10))
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SCHEDULE D
SIPEX MONTHLY OPPORTUNITY REPORT
(ATTACHED)
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SCHEDULE E
SIPEX QUARTERLY SCORECARD
(ATTACHED)
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SCHEDULE F
Commission on POS will be paid for 30 days after date of written notification
Commission on backlog will be paid for all shipments invoiced for 60 days after
date of notification
Commission will be paid on any new orders booked within 30 days and invoiced
within 60 days of written notification
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