EXHIBIT 10.1:
EXCLUSIVE AGENCY AND REPRESENTATION AGREEMENT
THIS
EXCLUSIVE AGENCY AND
DISTRIBUTION
AGREEMENT (the
"Agreement") is
made as of and is effective and binding on
each of the following
parties as of
September 21st, 2005, and is made on said date by China Direct Trading
Corporation ("Agent/Distributor"),
a Florida corporation
with its common stock
quoted on the OTC Bulletin Board under
"CHDT.OB and with its principal place of
business at 12535 Orange Drive,
Suite 613, Davis,
Florida 33330,
and Complete
Power Solutions ("Client"), a Florida corporation its principal place of
business at 4100 North Powerline Road, Building G, Unit 3, Pompano Beach,
Florida 33073. Agent/Distributor and Client may
hereinafter also be referred to
individually as a "party" and collectively
as the "parties".
For
good and sufficient
consideration
(including the payment
of $50 by
the Client to the Agent and the mutual
promises between the parties herein), the
sufficiency of said consideration
being hereby
acknowledged by each
party, the
parties agree as follows:
Section 1. Appointment as Exclusive Agent/Distributor. The Company hereby
appoints the Agent/Distributor as its exclusive manufacturer representative,
distributor and agent for, and the Agent/Distributor hereby accepts said
exclusive appointment as the Client's
exclusive manufacturer representative,
distributor and agent for, the products (the
"Products"
listed in Exhibit
One
hereto and produced or assembled/finished,
distributed and/or
marketed and sold
by each of the manufacturing companies in
the Peoples' Republic of China and its
territories (collectively, "China") that are listed in Exhibit Two hereto
(collectively, the "Sources"), which Exhibit One and Exhibit Two are hereby
incorporated herein by reference as if set
forth verbatim in this Section 1. The
Client hereby agrees that: (a) if the
Client wishes to order, purchase, lease,
rent and/or otherwise obtain or procure the Products
from any of the
Sources,
whether for the Client's or any third party's account or benefit, the Client
shall exclusively and solely use the Agent/Distributor to order, purchase,
lease, rent and/or otherwise obtain or procure the Products from any of the
Sources; (b) the Client shall pay with a transferable irrevocable letter of
credit.
(c) Client shall not seek to
circumvent this
Agreement by having,
causing or
third parties place and process orders for
the Products from any Source. Nothing
contained herein shall obligate the Client to order or
request or procure any
Products from the Sources. If the parties agree that the Client shall
order,
request or procure the Products from one or more of the
Sources, then the
parties agree to use their best efforts to
negotiate and execute a distribution
agreement whereby the Agent/Distributor is the sole,
exclusive distributor
for
the Client and its customers of Products from the Sources for the term of
said
distribution agreement.
Section 2. Territory.
The Agent/Distributor's sales territory shall
consist of the world for Products from the Sources. The Agent/Distributor's
exclusivity hereunder is limited to the Client
or its Affiliates
or customers
obtaining Products from the Sources for the
term hereof and for three (3) years
thereafter without the prior written consent of, participation by, or
compensation to the Agent/Distributor
hereunder.
Section 3. Term; Termination. This Agreement shall become
effective upon
receipt of an opening purchase order for 100 UL approved
gas generators,
along
with a transferable letter of credit and
shall continue in force for a period of
FIVE (5) years, unless sooner terminated as provided
herein. The term "term
hereof" and "for the term" mean that the
period during which
this Agreement is
binding on the parties and is in full force and effect. Either party may
terminate this Agreement with or without
cause or reason and upon 45 days' prior
written notice to the other party. The expiration or termination of this
Agreement shall not terminate or invalidate
the parties'
respective rights
and
obligations under Sections 1, 2, 4, 6 and 7
of this Agreement. The client agrees
to purchase a minimum of 500 UL approved generators a year to retain
exclusivity.
Section 4. Compensation. All orders to be paid by Letter of
Credit.
Section 5. Performance of Agent/Distributor. The Agent/Distributor shall
introduce the Client to the Sources for the
sole purpose of the Client verifying
that the Products meet the quality and
safety requirements of the Client and its
customers as well as applicable U.S. laws and to verify the ability of the
Sources to produce and ship the Products to
North America.
Section 6.
Non-Circumvent. For
the term hereof and
for three (3) years
thereafter, each party irrevocably
agrees:
(a)
not to circumvent, avoid, bypass, or obviate, directly or
indirectly,
the intent of this Agreement, to avoid payment of fees due hereunder to the
other party in any transaction in
connection with any
agreements,
obligations,
transactions or dealings concerning the
Sources and the Products, or to unfairly
deprive the other party of its bargained
benefits under this Agreement; and
(b)
not to intentionally,
unfairly and adversely
impact on,
interfere
with or foster the termination of any bona
fide, existing business opportunity,
business expectancy, business or financial relationship, or contractual
relationship of the other party; and
(c)
that the Client or any
affiliate or third
party acting under the
direction of the Client will not, directly or indirectly, seek to conduct
business with the Sources for the use,
acquisition, or
commercial
exploitation
of the Products without the express prior written consent of the
Agent/Distributor and without paying the Agent/Distributor
all of the
consideration due and payable hereunder to
the Agent/Distributor
for each such
instance.
Section 7.
Confidentiality
Assured. Except as may
be required by
law,
each party hereby agrees that it shall not use or disclose confidential
information obtained, either directly or indirectly,
from the other party,
as
the case may be, concerning the other
party's business development and strategy,
internal operations, financing or business activities. For purposes of this
Section 7, (a) the party receiving
"Confidential
Information"(as defined below)
may also be hereinafter referred to as the "Rece
