AMENDED AND RESTATED MASTER SALES AGENCY AGREEMENT

Agency Agreement

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JOHNSONDIVERSEY HOLDINGS INC | JOHNSONDIVERSEY, INC | UNILEVER PLC

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Title: AMENDED AND RESTATED MASTER SALES AGENCY AGREEMENT
Date: 11/8/2007

AMENDED AND RESTATED

MASTER SALES AGENCY AGREEMENT, Parties: johnsondiversey holdings inc , johnsondiversey inc , unilever plc

Exhibit 10.2

AGREED FORM

Dated 2007

UNILEVER PLC

- and -

UNILEVER N.V.

- and -

JOHNSONDIVERSEY, INC.

AMENDED AND RESTATED

MASTER SALES AGENCY AGREEMENT

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

AMENDED AND RESTATED MASTER SALES AGENCY AGREEMENT


THIS AMENDED AND RESTATED MASTER SALES AGENCY AGREEMENT is made the [ ] day of [ ], 2007 .

BETWEEN:

1.		UNILEVER N.V., a company incorporated in The Netherlands whose registered office is at Weena 455, 3013 AL Rotterdam, The Netherlands (“Unilever N.V.”);

2.		UNILEVER PLC, a company incorporated in England and Wales whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4UJ, United Kingdom (“Unilever PLC” and, together with Unilever N.V., the “Unilever Parties”); and

3.		JOHNSONDIVERSEY, INC., a company incorporated in Delaware whose principal place of business is at 8310 16 ^th Street, Sturtevant, Wisconsin, 53177-0902, USA (“JDI” and, together with the Unilever Parties, the “Parties”).

WHEREAS:

(A)		On 3 ^rd May, 2002, JohnsonDiversey Holdings, Inc., JDI and/or certain of their Affiliates purchased the DiverseyLever Business from the Unilever Parties and certain of their Affiliates pursuant to a Purchase Agreement, dated 20 November, 2001 (the “Purchase Agreement”), by and among JohnsonDiversey Holdings, Inc., JDI and Conopco, Inc.

(B)		Since 3 ^rd May, 2002, JDI and its Affiliates have acted as agents for members of the Unilever Group in respect of the promotion and sale of certain Unilever Shared Brands Products to Customers on their behalf on the terms and conditions of this agreement prior to its amendment and restatement (the “Former MSA Agreement”).

(C)		As of and with effect from the Commencement Date, the Parties have terminated the Former MSA Agreement in so far as it relates to all previously relevant territories, other than the Territories, in accordance with the terms of the Umbrella Agreement.

(D)		As of and with effect from the Commencement Date, the Parties have entered into a Master Sub-Licence Agreement pursuant to which the Unilever Parties shall procure that members of the Unilever Group shall license JDI and its Affiliates to manufacture, market and sell certain Unilever Shared Brands Products to Customers in certain territories, other than the Territories.

(E)		The Parties wish to amend and restate this agreement such that the JDI Affiliates shall, with effect from the Commencement Date, act as agents of the Unilever Affiliates in respect of the promotion and sale of the Products to Customers in the Territories on behalf of the Unilever Affiliates on the terms and conditions of this agreement as herein amended and restated and in accordance with any existing LSA Agreement in respect of each such Territory.

NOW IT IS AGREED:


1.	INTERPRETATION

	The provisions of schedules 1- 5 are incorporated by reference herein and shall be deemed to be a part of this agreement.

2.	CAPACITY

2.1	The Unilever Parties are entering into this agreement for themselves and as agent for each Unilever Affiliate and JDI is entering into this agreement for itself and as agent for each JDI Affiliate. Where, as of the execution of this agreement, the Unilever Parties or JDI are not authorised on behalf of any of their respective Affiliates so to enter into this agreement, the Unilever Parties or JDI (as the case may be) shall obtain from such Affiliates as promptly as reasonably practicable ratification of their entry into this agreement on behalf of such Affiliates.

2.2	Where in this agreement a Unilever Affiliate or a JDI Affiliate is expressed to have an obligation, the expression of that obligation shall be construed as the Unilever Parties or JDI (as the case may be) agreeing on behalf of the relevant Unilever Affiliate or JDI Affiliate to assume such obligation.

2.3	Notwithstanding any other provision of this agreement:

	(A)	the Unilever Parties shall procure, as regards any Unilever Affiliate and its Territory, that such Unilever Affiliate complies with its obligations under this agreement; and

	(B)	JDI shall procure, as regards any JDI Affiliate and its Territory, that such JDI Affiliate complies with its obligations under this agreement.

3.	APPOINTMENT OF AGENTS

3.1	Subject as provided in sub-paragraph (D) below and without prejudice to clause 13.1 :

	(A)	each Unilever Affiliate hereby appoints the JDI Affiliate set out in the table in schedule 2 relating to its Territory to be its sole and exclusive agent in such Territory for (a) the promotion and sale of the Products to Customers in such Territory, and (b) the provision of after-sales technical support and customer care to Customers in such Territory, in each such case on the terms and conditions of this agreement;

	(B)	The Unilever Parties and each of their respective Affiliates agree that during the continuance of this agreement none of them will, directly or indirectly, appoint, engage, authorise or instruct any other person as their distributor of or agent for the promotion or sale of, and they shall not otherwise promote or sell, the Unilever Shared Brands Products in the Territories; and

	(C)	The Unilever Parties will not, and the Unilever Parties shall procure that no member of the Unilever Group, including the Unilever Affiliates hereunder shall market, distribute or sell any Unilever Shared Brands Product in any Territory (and shall not directly or indirectly appoint, engage, authorise or instruct any other person as their distributor of or agent for the promotion or sale of Unilever Shared Brands Products in any Territory), otherwise than pursuant to this agreement, from the Commencement Date until this agreement terminates in that Territory in accordance with its terms.

	(D)	Notwithstanding the foregoing, the above obligations shall not apply to (i) any product proposed by the Unilever Group pursuant to clause 5.2(B)(ii) and with respect to which the relevant JDI Affiliate has withheld the giving of its consent in accordance with such clause or withheld or unreasonably delayed the giving of its consent in contravention of such clause; or (ii) prevent or restrict the distribution, marketing, promotion or sale of a Product to a Customer by any member of the Unilever Group if and to the extent that the sale of such Product to such Customer by any member of JDI’s Group would constitute a Restricted Sale.



3.2	Each JDI Affiliate shall, in order to perform its duties, be entitled to use, in its sole discretion, its delivery network.

3.3	For the avoidance of doubt, the Unilever Affiliate and the JDI Affiliate in any Territory may deal direct with one another under this agreement without reference to the Unilever Parties, JDI, any other Unilever Affiliate or any other JDI Affiliate.

3.4	(A)	Notwithstanding any other provision of this agreement, neither the Unilever Parties nor any of their respective Affiliates shall have any liability to JDI or any of its Affiliates for the promotion of or sales of the Products to Customers in the Territories by:

		(i)	third parties over which neither of the Unilever Parties nor any of their respective Affiliates has any control;

		(ii)	any licensee, agent, distributor, wholesaler or other reseller of any member of the Unilever Group in territories outside the Territories, where the relevant member of the Unilever Group (or any other person on its behalf) has used reasonable endeavours to procure that such person should not so promote or sell Products; or

		(iii)	any licensee, agent, distributor, wholesaler or other reseller of the Unilever Parties or any of their respective Affiliates or by the Unilever Parties or any such Affiliates where (in the case of sales) such sales were not solicited by such person or the Unilever Parties or their respective Affiliates,

		PROVIDED THAT nothing in this clause shall release any Unilever Affiliate from its obligations under clause 7.10(D), clause 7.10(E) or clause 13.1(B) .

	(B)	Notwithstanding any other provision of this agreement, neither JDI nor any of its Affiliates shall have any liability to the Unilever Parties or any of their respective Affiliates for the promotion of or sales of the Products to Customers by:

		(i)	third parties (whether within or outside the Territories) over which neither JDI nor any of its Affiliates has any control;

		(ii)	any licensee, agent, distributor, wholesaler or other reseller of JDI or any of its Affiliates outside the Territories where the relevant member of JDI’s Group (or any other person on its behalf) has used reasonable endeavours to procure that such person should not so promote or sell Products; or

		(iii)	any licensee, agent, distributor, wholesaler or other reseller of JDI or any of its Affiliates or by JDI or any such Affiliates where (in the case of sales) such sales to Customers were outside the Territories and were not solicited by such person or JDI or any of its Affiliates PROVIDED THAT nothing in this clause shall release any JDI Affiliate from its obligations under clause 13.4 .

3.5	Nothing in this agreement shall prohibit the Unilever Parties or any of their respective Affiliates from conducting bona fide negotiations, at any time either after the giving of notice by or on behalf of the Unilever Parties and their respective Affiliates to terminate this agreement (whether as a whole or as regards only one or more specified Territories) in accordance with its terms or in the last six months of the term (including any renewal term, in the event that any may be agreed between the Parties) of this agreement (as the case may be), with any third party in relation to the appointment of such third party or any one or more of its Affiliates as agent of the Unilever Affiliates in place of the JDI Affiliates in all or any part of the Territories following termination of the appointment of the JDI Affiliates under this agreement.


3.6	With effect from the Commencement Date until this agreement terminates in its entirety or, with respect to a Territory or Product, until this Agreement terminates in that Territory or in respect of that Product, whichever is earlier, Unilever will not, and will procure that no member of the Unilever Group (including any Unilever Affiliate) shall appoint or engage any other person in any Territory as its licensee, distributor, wholesaler or other reseller of or agent for the promotion or sale of Equivalent Consumer Products (regardless of pack size) to Professional Customers in such Territory, other than the relevant JDI Affiliate pursuant to or as otherwise permitted by this agreement.

3.7	Unilever confirms that neither it nor any member of the Unilever Group, including the Unilever Affiliates, shall specifically target or actively seek Professional Customers for the sale of Equivalent Consumer Products (regardless of pack size) in any Territory.

3.8	Subject always as provided in clauses 3.6 and 3.7 , neither Unilever nor any member of the Unilever Group, including the Unilever Affiliates shall otherwise be prevented or restricted in any way by this agreement from promoting or selling Equivalent Consumer Products to:

	(i)	Professional Customers in any Territory;

	(ii)	Professional Customers in any in any territory other than a Territory.

3.9	Notwithstanding anything in this agreement, neither Unilever nor any member of the Unilever Group, including the Unilever Affiliates shall have any liability to JD or any of the JDI Affiliates for the promotion of or sales of Equivalent Consumer Products to Professional Customers in any Territory:

	(i)	by any third party over which neither Unilever nor any of the Unilever Affiliates has any control;

	(ii)	by any licensee, agent, distributor, wholesaler or other reseller, other than, in each case, any such person that is either a Professional Reseller or a licensee or agent appointed or engaged by any member of the Unilever Group (including any Unilever Affiliate) after the Commencement Date for the promotion or sale of Equivalent Consumer Products regardless of pack size) in breach of clause 3.6 ;

	(iii)	by any licensee, agent, distributor, wholesaler or other reseller of any member of the Unilever Group, or by any member of the Unilever Group, (including in each case any Unilever Affiliate) where any such sale was not solicited by it or where it has used reasonable endeavours to procure that such person should not so promote or sell Equivalent Consumer Products to Professional Customers in any Territory;

	(iv)	by any licensee, agent, distributor, wholesaler or other reseller of Unilever or any member of the Unilever Group (including any Unilever Affiliate) to whom Unilever or any member of the Unilever Group (including any Unilever Affiliate) was selling such Equivalent Consumer Products at any time during the 12 month period prior to the Commencement Date.

4.	ARRANGEMENTS IN EACH TERRITORY

	The Parties have agreed that for local law purposes the JDI Affiliate and the Unilever Affiliate in each Territory will enter into one or more agreements for (a) the appointment of such JDI Affiliate as the agent of such Unilever Affiliate (on the terms and conditions of this agreement) (an “Agency Appointment”), or (b) where an Agency Appointment shall conflict with or violate local law in the territory in which the Agency Appointment is proposed to be made, the appointment of the JDI Affiliate in such other capacity as shall satisfy the requirements of Applicable Law, including appointment as a distributor (a “Distributor Appointment”). In respect of each such Territory, and to the extent that any such LSA Agreement shall not have been entered into at or about the time at which this agreement is entered into, on and after the Commencement Date of this agreement the relevant JDI Affiliate and the relevant Unilever Affiliate shall negotiate with a view to agreeing and entering into for such Territory as soon as reasonably practicable an LSA Agreement for such appointment. Without prejudice to the foregoing obligations of the JDI Affiliates and the Unilever Affiliates, no Unilever Affiliate shall enter into any such LSA Agreement unless the Unilever Parties have given their prior written consent to the terms of such agreement and no JDI Affiliate shall enter into any such LSA Agreement unless JDI has given its prior written consent to such terms. The terms of any such LS Agreement shall so far as possible be consistent with the terms of this agreement and, where applicable, shall be the minimum necessary to comply with any relevant requirements of local law. However, and notwithstanding the terms of any such LSA Agreement, such JDI Affiliate and such Unilever Affiliate shall procure (if necessary, by arrangements to operate outside the relevant Territory and to be agreed in writing) that such appointment, including any Distributor Appointment, shall for all purposes (other than those of applicable local law) be given economic and practical effect as if such LS A Agreement had not been entered into and as if the terms of this agreement prevailed to the extent of any conflict. For the avoidance of doubt, pursuant to such agreements in certain Territories, title to Products shall be deemed to vest in the relevant JDI Affiliate immediately prior to the sale of such Products to Customers, PROVIDED THAT such JDI Affiliate and the relevant Unilever Affiliate shall procure (if necessary, by arrangements to operate outside the relevant Territories and to be agreed in writing) that the appointment in such Territories shall for all purposes (other than those of applicable local law) be given economic and practical effect as if such agreements had not been entered into.


5.	SCOPE OF AGENCY

5.1	(A)	JDI or the applicable JDI Affiliate shall promote the Products to Customers, identify potential sales opportunities for the sale of the Products to Customers, solicit sales of the Products on behalf of the Unilever Affiliates to Customers and generally act as the representative of the Unilever Affiliates in the Territories, in each case with a view to the promotion and sale of the Products only to Customers.

	(B)	In respect of the promotion and sale of the Products to Customers (but not otherwise), JDI or the applicable JDI Affiliate may (in each such case, as agent for the relevant Unilever Affiliate) enter into contracts in their own names or in the name of the relevant Unilever Affiliate.

5.2	(A)	The Unilever Affiliate in any Territory may at any time and at its sole discretion (subject to the conditions specified in this clause 5.2 and clause 5.16 and to giving not less than 12 weeks’ prior written notice to the relevant JDI Affiliate):

		(i)	subject to clause 5.2(B) , add products to the Products or otherwise extend the range of Products;

		(ii)	whether as a result of any discontinuance of manufacture or otherwise, remove products from the Products, subject (where applicable) to payment of compensation in accordance with the Umbrella Agreement;

		(iii)	without prejudice to sub-paragraph (i) above, change the specification, formulation, packaging, appearance or any other feature of any Product and/or the positioning of or claims made for any such Product; or

		(iv)	without prejudice to sub-paragraph (i) above, change the brand or brand name under which any of the Products are promoted or sold under this agreement.

		In the event that the relevant Unilever Affiliate makes a change pursuant to one of either sub-paragraph (iii) or sub-paragraph (iv) above in respect of a Product and then makes a further change to such Product under the other of such sub-paragraphs (iii) and (iv) within twelve calendar months of the first such change, such changes (together) shall be deemed to be a single change falling within sub-paragraph (i) above.


	(B)	Subject to clause 5.16 , as regards any product to be added to the Products or any extension otherwise of the range of Products, the relevant Unilever Affiliate may:

		(i)	at any time, add to the Products or otherwise extend the range of Products to include a Unilever Shared Brands Product that is the equivalent of any product sold under a then current Unilever Consumer Brand which performs the same or substantially the same function as any Product; and

		(ii)	with the prior written approval of the relevant JDI Affiliate (such approval not to be unreasonably withheld or unreasonably delayed), add to the Products or otherwise extend the range of Products to include any other product.

	(C)	Prior to giving any notice pursuant to clause 5.2(A) , the relevant Unilever Affiliate and the relevant JDI Affiliate shall discuss in good faith the action which such Unilever Affiliate proposes to take and such JDI Affiliate shall provide such Unilever Affiliate with details of any adverse effects known to such JDI Affiliate which the action such Unilever Affiliate proposes to take may give rise to including, without limitation, breaching the terms of any relevant contracts with Customers, the obsolescence of any stock held by such JDI Affiliate, the impact on other arrangements between the Parties and any cost implications for such Unilever Affiliate. The failure of a Unilever Affiliate to give the notice addressed in the first sentence of clause 5.2(A) shall not prejudice any rights which JDI or the applicable JDI Affiliate are given under this clause 5.2 . To the extent that any change made by the Unilever Affiliate in any Territory pursuant to clause 5.2(A) consists of the removal of a Product from this Agreement by means of an increase in the pack size of any product or the elimination of any pack size, then the Unilever Affiliate shall only make such change (i) in so far only as it affects sales of such Product to Professional Customers, after giving to the JD Affiliate at least six (6) months prior notice in lieu of the 12 week notice period required in clause 5.2(A); and (ii) provided consumer products equivalent to the relevant Product have been sold in commercial quantities by any person (including without limitation the relevant member of the Unilever Group) in consumer channels in the Territory for at least three (3) months prior to the date of the notice pursuant to clause 5.2(A) (and where a Unilever Affiliate intends to commercialise such a consumer product, it shall notify the relevant JDI Affiliate of this at least 3 months prior to giving the notice required pursuant to clause 5.2(A) or under (i) of this clause 5.3(C)) . The prior sentence shall not apply to situations in which the Unilever Affiliate is discontinuing from the Territory all Equivalent Consumer Products similar to the relevant Product.

	(D)	Upon the removal of any Products in accordance with clause 5.2(A)(ii) above or clause 7.6 below, the relevant JDI Affiliate may submit a final order for its reasonable requirements of the Products then subject to the removal or discontinuation, and the relevant Unilever Affiliate shall use all reasonable endeavours to supply, or procure the supply of, such requirements as soon as commercially practicable after the date of final order.

5.3	(A)	The Unilever Affiliate in each Territory shall determine for such Territory and notify the JDI Affiliate in such Territory of:

		(i)	the advertising strategy (if any) for the Products;

		(ii)	the promotional strategy (if any) for the Products (including the material to be used in the execution of any such strategy); and

		(iii)	the Marketing Mix (if any) of the Products to be adopted for promotion and sales of the Products to Customers or types of Customer, and shall keep the JDI Affiliate in such Territory informed of any material developments in those areas which affect the ability of such JDI Affiliate to perform its obligations under this agreement.


	(B)	Each such advertising strategy, promotional strategy and Marketing Mix (if any) determined from time to time for the Products in a Territory and communicated to the JDI Affiliate in such Territory shall be implemented by such JDI Affiliate to the extent (if any) required (including, without limitation, at any meetings of the kind referred to in clause 6.17 ) in the performance of its agency duties under this Agreement (and subject to the provisions of clause 5.4 below).

	(C)	The JDI Affiliate in any such Territory may at any time make suggestions to the Unilever Affiliate in such Territory as to the advertising strategy and promotional strategy for and Marketing Mix of the Products in such Territory.

	(D)	For the avoidance of doubt, nothing in this agreement shall require the Unilever Parties or any of their respective Affiliates to advertise or promote any of the Products in any Territory.

5.4	The Unilever Affiliate in each Territory shall (subject to the provisions of this agreement) bear, or shall procure that another Unilever Affiliate shall bear, all costs and expenses in such Territory relating to:

	(A)	advertising (both general and trade) of the Products; and

	(B)	ad hoc price promotions of any Products,

	and all other trade promotion payments made in relation to the Products in such Territory.

5.5	(A)	In the event that the JDI Affiliate in any Territory incurs any costs or expenses of the kinds referred to in clause 5.4 which are consistent with the Budget (as communicated at meetings of the kind referred to in clause 6.17 ) applicable at such time to such Territory, the Unilever Affiliate in such Territory shall reimburse such JDI Affiliate for such costs and expenses. Notwithstanding any other provision herein, no JDI Affiliate shall be required to spend any amounts that are in excess of or inconsistent with the Budget on the advertising and promotional matters referred to in clause 5.4 unless (i) it so elects, in which case such JDI Affiliate shall have no entitlement to reimbursement in respect of any such excess or inconsistent amounts, or (ii) it receives a written directive to so spend from the applicable Unilever Affiliate, in which case such Unilever Affiliate shall promptly reimburse the JDI Affiliate for the excess or inconsistent amount spent.

	(B)	Any such reimbursement may be settled by the deduction of the relevant amounts from any amount in respect of Net Proceeds of Sale otherwise payable by such JDI Affiliate to the Unilever Affiliate in its Territory from time to time, subject to such JDI Affiliate having previously provided such Unilever Affiliate with an invoice for and reasonable evidence of the amount and nature of any such costs and expenses and their consistency with the applicable Budget.

5.6	All written material, labels, posters and other material:

	(A)	intended to be used in promoting the Products; or

	(B)	bearing or using any of the Trade Marks,

	and, in either case, produced or used by any JDI Affiliate (and not provided by the Unilever Parties or any Unilever Affiliate) shall be consistent with any applicable Use Guidelines and Category Strategy unless the Unilever Affiliate in the relevant Territory shall have previously agreed in writing to the contrary. The JDI Affiliate in such Territory shall from time to time on reasonable request provide a copy of all such material to the Unilever Affiliate in such Territory. The Unilever Affiliate in the relevant Territory may by written notice to the relevant JDI Affiliate in such Territory require such JDI Affiliate to:


	(A)	make such changes to any such material that does not comply with this clause 5.6 as such Unilever Affiliate may reasonably specify in such notice; or

	(B)	cease using any such material that does not comply with this clause 5.6 ,

	in either such case within a reasonable period of time from receipt of such written notice. For the avoidance of doubt, any such material provided to a JDI Affiliate by the Unilever Affiliate in its Territory shall be deemed to be consistent with any such Use Guidelines and Category Strategy unless (i) such Unilever Affiliate notifies such JDI Affiliate to the contrary, or (ii) such material is modified, altered, tampered with or otherwise changed in any way.

5.7	No JDI Affiliate in any Territory shall without the prior written consent of the Unilever Affiliate in such Territory quote to any Customer a price, discount, Prebate or rebate outside the range of prices, discounts, Prebates and rebates for the Products contained on a written list previously sent (and applicable to the relevant Customer) by such Unilever Affiliate to the JDI Affiliate in such Territory or valid for a period longer than that specified in such written list in relation to any such price, discount, Prebate or rebate (the “Price Range”). For this purpose (and for the avoidance of doubt), any such price, discount, Prebate or rebate shall only be valid and effective for the period specified in such written list or, if later, unless and until such Unilever Affiliate provides such JDI Affiliate with a replacement Price Range (pending receipt of which, the relevant JDI Affiliate may quote to any Customer from the earlier Price Range and such earlier Price Range shall remain valid and effective). When drawing up Price Ranges from time to time, such Unilever Affiliate shall have regard to then current prices charged by such Unilever Affiliate for consumer products similar to the Products in the relevant Territory and need not specify a maximum limit on prices. Neither JDI nor any JDI Affiliate shall be liable to the Unilever Parties or any Unilever Affiliate for any failure to sell or promote Products for which a Price Range has not been provided to JDI or such JDI Affiliate by the relevant Unilever Affiliate.

5.8	Unless otherwise agreed in writing between the local JDI Affiliate and the local Unilever Affiliate, should the Unilever Affiliate in any Territory give its prior written consent to the JDI Affiliate in such Territory quoting a price, discount, Prebate or rebate outside the Price Range, any such price, discount, Prebate or rebate agreed by such Unilever Affiliate may only be quoted in respect of orders to be received by such JDI Affiliate after the date of such Unilever Affiliate’s written consent and subject always to such Unilever Affiliate’s right to change such price, discount, Prebate or rebate in respect of future orders, as provided in clause 5.9 below. Such price, discount, Prebate or rebate shall not apply to orders received by such JDI Affiliate prior to the date of such Unilever Affiliate’s written consent, which orders shall be invoiced within the Price Range, even if goods relating to those orders are dispatched by the relevant JDI Affiliate after the date of such Unilever Affiliate’s written consent. Neither JDI nor any JDI Affiliate shall be liable or otherwise have any obligation to the Unilever Parties or any Unilever Affiliate for any failure to sell or promote Products for which a Price Range has not been provided to JDI or such JDI Affiliate.

5.9	The Unilever Affiliate in any Territory may at its sole discretion at any time change any of the prices, discounts, Prebates or rebates to be quoted in respect of the Products offered for sale in such Territory. Such Unilever Affiliate shall give the JDI Affiliate in such Territory 45 Business Days’ prior written notice of its intention to change any such price, discount, Prebate or rebate and no such change to prices, discounts, Prebates or rebates shall be specified as taking effect prior to the date of such written notice.

5.10	When quoting a price, discount, Prebate or rebate for a Product to a Customer, each JDI Affiliate shall have regard to the period of time for which such price, discount, Prebate or rebate will remain valid after the time of such quote and shall use reasonable endeavours to ensure that where an order is placed for any such Product during such period, delivery of such Product to the Customer shall take place either during such period or without undue delay following the expiry of such period.


5.11	Without prejudice to clause 6.7(B) , neither JDI nor any JDI Affiliate shall, without the prior written consent of the Unilever Parties, commit any Unilever Affiliate after the date of this agreement to any contract with a Customer:

	(A)	which would terminate later than the expiry of this agreement (or, where notice of earlier termination of this agreement has been given to the local JDI Affiliate on or before the time a commitment has been made in relation to any one or more Territories, later in any such Territory than the date of such earlier termination); or

	(B)	of a duration exceeding twelve calendar months which is not terminable by the relevant Unilever Affiliate on six months’ notice or less; or

	(C)	which applies to more than one Territory; or

	(D)	which relates to anticipated Net Proceeds of Sale with respect to such Customer for any calendar year in excess of €3 million.

5.12	Save to the extent permitted by terms and conditions of business which comply in all respects with clause 6.7(B) or otherwise with the prior written consent of the Unilever Parties, neither JDI nor any of its Affiliates shall pledge the credit of the Unilever Parties or any of their respective Affiliates or extend credit to Customers or any other person.

5.13	Neither JDI nor any of its Affiliates shall give any warranties (other than any warranties implied by local law in the relevant jurisdiction or any warranties contained in terms and conditions of business which comply in all respects with clause 6.7(B) ) on behalf of the Unilever Parties or any of their respective Affiliates or incur any liabilities on behalf of the Unilever Parties or any of their respective Affiliates or in any way seek to bind the Unilever Parties or any of their respective Affiliates, in any such case outside the scope of JDI’s appointment and the appointment of its Affiliates as agents of the Unilever Affiliates on the terms and conditions of this agreement.

5.14	The Parties acknowledge that from time to time the JDI Affiliate in any Territory may make suggestions to the Unilever Parties or to the Unilever Affiliate in such Territory concerning the strategy to be adopted for the promotion and sale of the Products.

5.15	The Unilever Affiliate in each Territory shall have the right, once in each calendar year and upon reasonable advance notice to the relevant JDI Affiliate, to contact each then current Customer in such Territory to discuss issues relating to their customer/supplier relationship.

5.16	Notwithstanding any other provision in this agreement, in no event will JDI be required to market Products under this agreement that would violate the Brand Licence Agreement dated 3 ^rd May, 2002 between JDI and SCJ.

5.17	Buying Agent

	(A)	This clause 5.17 applies to the extent agreed between the Unilever Affiliate and the JDI Affiliate in any Territory from time to time.

	(B)	Each relevant JDI Affiliate shall manage on behalf of the relevant Unilever Affiliate supply chain relationships of such Unilever Affiliate relating to purchases of Products by such Unilever Affiliate (for on-sale to Customers under this agreement) from:

		(i)	other members of the Unilever Group; and/or

		(ii)	all other third party suppliers (including, for the avoidance of doubt, other members of JDI’s Group); in each case, consistent with the past practices of such JDI Affiliate in connection with the Products in the Territory, as applicable.


	(C)	Without prejudice to the generality of clause 5.17(B) , such JDI Affiliate shall (on behalf of the relevant Unilever Affiliate):

		(i)	place orders for and (where relevant) forecast demand for Products;

		(ii)	check stock on delivery and record stock receipts and reconcile them to invoices;

		(iii)	resolve relevant discrepancies; and

		(iv)	settle invoices from any such suppliers relating to purchases of Products in accordance with agreed credit terms. For supplies from other members of the Unilever Group and from other members of JDI’s Group, invoices shall be settled by the end of the month following the month in which the invoice was generated.

	(D)	In the event that the JDI Affiliate in any Territory is required to make any payment (on behalf of the relevant Unilever Affiliate) to any relevant supplier of Products to settle an invoice of the kind referred to in clause 5.17(C)(iv) , the Unilever Affiliate in such Territory shall reimburse such JDI Affiliate for all such costs and expenses, including, subject to clause 22(B) , VAT, sales tax or duty. Any such reimbursement shall be settled by the end of the month following the month in which such JDI Affiliate provides such Unilever Affiliate with an invoice for and reasonable evidence of the amount and nature of any such payment. If such JDI Affiliate is required to settle invoices from any third-party supplier significantly earlier than the end of the month following the month in which such invoices are sent, such Unilever Affiliate and such JDI Affiliate shall agree, in good faith, separate reimbursement arrangements. For the avoidance of doubt, the intent of this sub-clause is that all arrangements made under this clause 5.17 shall be cash-neutral for such JDI Affiliate, and if such JDI Affiliate shall not have been reimbursed by the date on which the JDI Affiliate is required to settle the relevant invoice of the kind referred to in clause 5.17(C)(iv) , it may withhold the amounts due from any subsequent payment of Net Proceeds of Sale to the relevant Unilever Affiliate.

	(E)	Notwithstanding the other provisions of this clause 5.17 , the Parties intend that:

		(i)	save as provided in clause 5.17(F) , all contracts for the supply of Products to any Unilever Affiliate (for on-sale to Customers under this agreement) should be between such Unilever Affiliate and such supplier and, for the avoidance of doubt, no JDI Affiliate should be a party to any such contracts;

		(ii)	unless otherwise agreed in any Territory, invoices submitted by suppliers to the relevant Unilever Affiliate pursuant to any such contract should be in the name of such Unilever Affiliate.

	(F)	Nothing in this clause 5.17 shall affect the obligations of any member of JDI’s Group or any member of the Unilever Group under the Supply Agreements.

6.	OBLIGATIONS OF THE AGENTS

6.1	General

	The JDI Affiliates shall, during the continuance of this agreement, at all times act dutifully and in good faith toward the Unilever Parties and their respective Affiliates in relation to the Products and in particular (but without limitation) shall:

	(A)	use commercially reasonable and proper efforts to promote and market the Products to Customers and prospective Customers;


	(B)	solicit Customers for the Products in the name and on behalf of the applicable Unilever Affiliate and fulfil such orders, subject to the fulfilment by such Unilever Affiliate of its obligations under clause 7.5 ;

	(C)	administer the sales it makes under this agreement, including invoicing Customers, collecting receivables and paying Net Proceeds of Sale (less the Agency Fee and certain other costs as described herein) to the Unilever Parties or the applicable Unilever Affiliate;

	(D)	subject to any directions, orders or instructions that the Unilever Parties or the relevant Unilever Affiliates may from time to time properly and reasonably give, perform its duties hereunder in accordance with the terms and conditions of this agreement; and

	(E)	provide (directly or indirectly) to Customers all necessary after-sales technical support and customer care relating to the Products, of the kind and to a level and response times which are at least as good as that of such support and care (if any) provided to similar Customers by the JDI Affiliates in the six months prior to the date of this agreement.

6.2	Each JDI Affiliate shall keep up-to-date records of Customers, including name, location, details of discussions, state of progress, names and positions of Customer personnel.

6.3	Reporting

	(A)	Each JDI Affiliate shall send to the Unilever Affiliate in its Territory as soon as reasonably practicable (and in any event no later than the tenth Business Day of each calendar month) the financial and accounting information specified in schedule 3 in respect of the preceding calendar month (or other period agreed between such JDI Affiliate and such Unilever Affiliate for such purpose).

	(B)	Each JDI Affiliate shall, save where and to the extent such JDI Affiliate shall have agreed to the contrary with the Unilever Affiliate in the relevant Territory:

		(i)	send to the Unilever Affiliate in its Territory as soon as reasonably practicable and in any event no later than the tenth Business Day of each calendar month an analysis of the stock of each Product known to such JDI Affiliate to have been lost or damaged during the preceding calendar month (or other period agreed between such JDI Affiliate and such Unilever Affiliate for such purpose) while under the control of JDI or any of its Affiliates on behalf of the relevant Unilever Affiliate;

		(ii)	keep the Unilever Affiliate in its Territory reasonably informed of any information relating to sales of Products to Customers in the Territory which may come to the attention of JDI or the JDI Affiliate in such Territory and which may assist or prejudice the Unilever Parties and their respective Affiliates in developing the market for the Products in such Territory including, without limitation, trading conditions, trading terms and methods of business in the Territories, in each such case to the extent such information is publicly available or otherwise generally available to participants in the same industry as the Unilever Parties and JDI;

		(iii)	keep the Unilever Affiliate in its Territory regularly informed of all new and material regulations affecting the promotion, distribution and sale of the Products in or into such Territory; provided that any breach of this provision by any JDI Affiliate shall not prejudice such JDI Affiliate’s or JDI’s right to indemnification hereunder in accordance with clause 16.2 ; and


	(iv)	permit the Unilever Affiliate in its Territory and its Representatives to have reasonable access to and inspect and/or copy the books and records of the relevant JDI Affiliate and things material to the promotion and sale of the Products to the extent that such access, inspection and copies are reasonably required by such Unilever Affiliate to verify the JDI Affiliate’s compliance with this agreement. The JDI Affiliate shall afford such access upon reasonable advance notice and during normal business hours and the Unilever Affiliate shall be solely responsible for any costs or expenses incurred by it or its Representatives pursuant to this clause.

(C)	Without prejudice to the generality of sub-clauses (A) and (B) , each JDI Affiliate shall:

	(i)	save to the extent that the relevant JDI Affiliate may have agreed to the contrary with the Unilever Affiliate in its Territory, submit to such Unilever Affiliate on or before the 20th day in each calendar month a detailed good faith forecast of sales and stock requirements of the Products anticipated for the next three month period (having regard to sales made and stock held) which shall be as accurate as is reasonably possible (such Unilever Affiliate acknowledging, however, that such forecast is a prediction of a future event and therefore will not necessarily be indicative of JDI’s or any JDI Affiliate’s actual future performance and that (save that the same was made in good faith) no representation is made or intended with respect to any such forecast);

	(ii)	submit to the Unilever Affiliate in its Territory in each year reports on the following matters at the following times:

		(A)	in June and December each year, the advertising and promotional activities which (consistently with clause 5 ) it will carry out as an agent hereunder in the six months following fifteen days after the date of each report;

		(B)	in July and January each year, the trend of demand for the Products for the six-month periods ending 30th June and 31st December respectively for such year, together with a commentary on then prevailing trading conditions for the six-month periods ending 30th June and 31st December respectively for such year; and

		(C)	in July and January each year, the status of all key Customer accounts in such JDI Affiliate’s Territory;

	(iii)	provide within a reasonable period of time after a request by the Unilever Affiliate in its Territory the name, address and any other reasonable details of any current Customer;

	(iv)	without prejudice to the generality of the foregoing, send to the Unilever Affiliate in its Territory upon reasonable request such details of present and future sales of Products and other statistical information and forecasts as such Unilever Affiliate may reasonably require for budgetary purposes and for programming future production;

	(v)	submit to the Unilever Affiliate in its Territory all complaints known by it relating to the Products together with all available evidence and other information relating thereto and forward to such Unilever Affiliate for examination representative samples of the Products in respect of which complaints are made together with full identification of such Products including product references and numbers;

	(vi)	promptly notify the Unilever Affiliate in any relevant Territory of any suspected infringement of, passing off or unfair competition in relation to any Trade Mark of which in each case they become aware;


		(vii)	without prejudice to any of the other provisions of this agreement, forthwith following any such event, advise the Unilever Affiliate in its Territory in writing of any “change of control” for the purpose of clause 11.2(A) or (B) ;

		(viii)	inform the Unilever Affiliate in its Territory within a reasonable period of time, should it anticipate a volume of sales of any of the Products lower by 10% or more than the volume forecasted pursuant to clause 6.3(C)(i) for that Product; and

		(ix)	otherwise provide to the Unilever Affiliate in its Territory on request all other information whatsoever relating to the performance by it of each JDI Affiliate’s obligations under this agreement or to the promotion and sale of the Products, as may be agreed in writing from time to time between the Unilever Affiliate and the JDI Affiliate in such Territory to facilitate the smooth operation of this agreement and the promotion and sale of the Products.

6.4	Payments

	Subject to any set-off permitted by clause 5.5 in settlement of an invoice relating to advertising and promotional costs and expenses consistent with any applicable Budget or clause 5.17 or 8.3 in settlement of an invoice relating to the Agency Fee, the JDI Affiliate in each Territory shall pay to the Unilever Affiliate in such Territory an amount equal to the aggregate of the full amount of the Net Proceeds of Sale in such Territory for each Base Month and amounts in respect of VAT, sales tax or duty payable by Customers in respect of the sales and the provision of after-sales services and customer care to which such Net Proceeds of Sale relate, by the end of each corresponding Payment Period, together with an amount equal to the full value (if any and as notified by way of a debit note) of all stock known by the relevant JDI Affiliate to be lost or damaged in such Territory while under the control of JDI or any of its Affiliates during each such Base Month (other than as provided in clause 7.5 herein and where JDI or the relevant JDI Affiliate can show that such loss or damage was not due to the negligence or wilful default of itself or any of its Affiliates). To the extent that the amount paid by a JDI Affiliate to a Unilever Affiliate under this clause or under clause 12.1(E) in respect of the Net Proceeds of Sale in such Territory for each Base Month and amounts in respect of VAT, sales tax or duty payable by customers in respect of the sales and the provision of after-sales services and customer care to which such Net Proceeds of Sale relate (after taking account of any offset pursuant to clause 8.4 below) exceeds the amounts actually received by the relevant JDI Affiliate in respect of such Net Proceeds of Sale and amounts in respect of VAT, sales tax or duty prior to the date of payment, it shall constitute a working capital advance by the relevant JDI Affiliate to the relevant Unilever Affiliate. Such working capital advance shall be deemed to be repaid on each date on which the relevant JDI Affiliate recovers sums in respect of such Net Proceeds of Sale and amounts in respect of VAT, sales tax or duty after that date but before the date falling 12 calendar months from the last day of the relevant Base Month and retains such sums pursuant to clause 9.4 below.

6.5	Staff and Resource

	Each JDI Affiliate shall have premises, suitably qualified and competent personnel, administrative facilities and other resources adequate for the performance of its obligations under this agreement.

6.6	Due Diligence

	(A)	The JDI Affiliate in each Territory shall:

		(i)	make such calls upon Customers in the Territory for the purpose of promoting the Products as JDI or the applicable JDI Affiliate deems fit; and

		(ii)	attend such trade exhibitions, commercial and technical presentations and other sales outlets in the Territory during a given calendar year as it and the relevant Unilever Affiliate shall have previously and mutually agreed in writing at the beginning of such year, in each such case in a commercially reasonable manner and consistent with the promotional strategy (if any) determined for such Territory in accordance with clause 5.3 .



	(B)	Each JDI Affiliate shall advise the relevant Unilever Affiliate in writing at least two months (or otherwise as soon as reasonably practicable) before attending any trade exhibition, commercial or technical presentation or other sales outlet in accordance with sub-clause (A)(ii) above where such Unilever Affiliate is or will be required to provide promotional items or demonstration equipment for such exhibition or presentation save that, where no such items or equipment are required, the period for giving such written advice shall be reduced to 14 days.

6.7	Prohibitions

	Neither JDI nor any of its Affiliates shall, without the prior written consent of the Unilever Affiliate in any relevant Territory:

	(A)	procure Customers for any products of the Unilever Affiliates which are not Products or actively solicit purchasers of any Products who are not Customers; or

	(B)	whether in connection with the sale of any Product or otherwise in fulfilment of its obligations under this agreement, enter into any contract or offer any warranty on terms which are inconsistent with those terms of business provided in writing by or on behalf of the relevant Unilever Affiliate to the relevant JDI Affiliate; or

	(C)	make any delivery commitment to a purchaser or potential purchaser with respect to a Product which is inconsistent with any applicable terms of business complying with sub-clause (B) above or which the Unilever Parties or any relevant Affiliate of the Unilever Parties have notified that they will be unable to fulfil.

6.8	Licences

	(A)	Except as provided in clauses 6.8(B) and 7.7 , the JDI Affiliate in each Territory shall use reasonable endeavours to obtain and maintain in force on behalf of itself as agent for the relevant Unilever Affiliate all licences, consents and approvals (“Licences”) of any governmental or quasi-governmental or other regulatory authority as may be required in connection with the storage, promotion and sale of the Products by the JDI Affiliate in the Territory in fulfilment of its obligations hereunder, and the costs of obtaining and maintaining all such Licences shall be for such JDI Affiliate’s account. The Unilever Affiliate in such Territory shall provide all such information and technical support as the relevant JDI Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such Licence. Upon its becoming aware of the same, the JDI Affiliate shall promptly notify the relevant Unilever Affiliate that a Licence has not been granted or that a Licence has been withdrawn and shall take (at the relevant Unilever Affiliate’s expense) any lawful action that such Unilever Affiliate may require it to take in relation to the refused or withdrawn Licence.

	(B)	Without limitation of clause 7.7 and except as otherwise expressly provided in this clause 6.8(B) , the Unilever Affiliate in each Territory shall use reasonable endeavours to obtain and maintain in force on behalf of such Unilever Affiliate all licences, consents or permits for those things endemic to the Products themselves, such as those related to the formulations and labelling of Products (the “Product Licences”). The JDI Affiliate in such Territory shall provide all such information and technical and regulatory support as such Unilever Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such Product Licence, provided that such support shall not cause such JDI Affiliate to incur unreasonable expenses. The costs of obtaining and maintaining the Product Licences that were obtained, held or maintained by any Company or Asset Seller for purposes of selling, storing or promoting Products in such Territory on or prior to the Closing Date (or the date of any Delayed Closing, as the case may be), and which were transferred to JDI or the Designated Buyer at or after Closing (or any Delayed Closing, as the case may be), shall be for the account of JDI (on behalf of itself and each relevant JDI Affiliate). The costs of obtaining and maintaining Product Licences which were not transferred to JDI or the Designated Buyer at or after Closing (or any Delayed Closing, as the case may be) shall be for the account of the Unilever Parties (on behalf of themselves and each relevant Unilever Affiliate) and paid for by the Unilever Parties (on behalf of themselves and each relevant Unilever Affiliate) promptly upon invoice. JDI and each JDI Affiliate shall be entitled to deduct from amounts payable by JDI or such JDI Affiliate to the Unilever Parties or any Unilever Affiliate hereunder any amounts payable by the Unilever Parties or any Unilever Affiliate pursuant to this clause 6.8(B) .



		Notwithstanding any other provision herein, the JDI Affiliate shall be under no obligation to fulfil any of its obligations under this Agreement to the extent it is unable, under Applicable Laws, to do so due to the lack of having any Licence or the failure by the Unilever Parties to obtain or maintain any Product Licence.

	(C)	The JDI Affiliate in each Territory shall, upon the reasonable request of the Unilever Affiliate in such Territory made in the ordinary course of business, co-operate with and assist such Unilever Affiliate in understanding compliance matters relating to the packaging and labelling of products, materials handling, pack sizes and pack design in that Territory.

6.9	Title to Goods

	Title to goods (including, without limitation, all Products) made available by the Unilever Affiliate in any Territory to any JDI Affiliate under this agreement shall, unless otherwise agreed in writing, remain vested in such Unilever Affiliate until the later of the sale of such goods to a Customer and the time at which title to such goods is expressed to pass in any applicable retention of title clause or other terms and conditions of sale. For the avoidance of doubt, no title to any such goods shall, unless otherwise agreed in writing, pass to JDI or any of its Affiliates.

6.10	Insurance

	(A)	JDI and each JDI Affiliate confirm that it has made appropriate insurance arrangements (including, where applicable, through appropriate levels of self-insurance) in relation to any liability it may incur under this agreement. Each such JDI Affiliate shall also procure that, to the extent practicable, the interest of the Unilever Parties and their respective Affiliates are noted in any such insurance policies relating to stock held on behalf of any relevant Unilever Affiliate.

	(B)	The Unilever Parties and each Unilever Affiliate confirm that they have made appropriate insurance arrangements (including, where applicable, through appropriate levels of self-insurance) in relation to any liability they may incur in respect of the Products or product liability under this agreement.

6.11	Delegation

	Neither JDI nor any of its Affiliates shall delegate any duties or obligations arising under this agreement otherwise than as expressly permitted under its terms. For the avoidance of doubt, this clause shall not require the termination of any relevant delegated authority in existence prior to the date of this agreement which is to continue on and after such date.


6.12	Description as Agents

	Neither JDI nor any of its Affiliates shall describe itself as agent or representative of the Unilever Parties or any of their respective Affiliates otherwise than in relation to the promotion and sale of the Products and in a manner consistent with this agreement.

6.13	Not to modify or tamper with Products

	The JDI Affiliates shall sell the Products in the same condition as that in which they receive them on behalf of the Unilever Affiliates and shall not modify, alter, remove or tamper with them or any markings or name plates or indications of source or origin on them or any packaging supplied by any of the Unilever Affiliates; provided, however, that JDI and the JDI Affiliates may put such additional labels or markings on these Products or on any packaging supplied by any of the Unilever Affiliates for the Products as is necessary in order for JDI or such JDI Affiliates to comply with their obligations under any applicable law or regulation.

6.14	Stock

	The JDI Affiliate in each Territory shall (save where it is unable to do so from time to time because the relevant Unilever Affiliate has not complied with clause 7.5 ):

	(A)	maintain minimum stock levels on behalf of the Unilever Affiliate in such Territory (as agreed between such JDI Affiliate and such Unilever Affiliate from time to time based on forecast requirements for the Products and with a view to enabling such JDI Affiliate to meet its obligations under this agreement) at all times during the term of this agreement;

	(B)	accept orders on behalf of the Unilever Affiliate in such Territory and settle all such orders out of stock held by such JDI Affiliate on behalf of such Unilever Affiliate;

	(C)	to the extent practicable, hold stocks of the Products separately from any other stock or other inventory held by or on behalf of such JDI Affiliate and mar

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