EXHIBIT 10
FORM OF AGREEMENT
SALES AGENCY AGREEMENT
THIS SALES AGENCY AGREEMENT ("Agreement") is made by and between China
Direct
Trading Corporation, a Florida corporation, with an office address at 12535
Orange Drive, Suite 613, Davie, Florida 33330, ("Agent"), and Sutter's Mill
Specialties, Inc., a _Arizona corporation with its principal
executive offices
located at 2249 West Fairmont Drive #2, ("Client"). Agent and Client may
hereinafter also be referred to individually
as a "party" and
collectively as
the "parties". The effective date of this
Agreement shall be July 30, 2005.
RECITAL: Subject to the terms and
conditions of this Agreement, Client wishes to
engage Agent as an independent contractor and the Agent wishes to
be engaged as
an independent contractor to: market and sell
Client's promotional,
gift and
souvenir products as more fully described
in Exhibit A hereto,
which Exhibit A
is hereby incorporated herein by reference.
The Client
promotional,
gift and
souvenir products shall hereinafter be
referred to as the "Products"). Exhibit A
hereto shall be amended from time to time by the parties
to reflect changes
in
the Products.
NOW, in consideration of good and valuable consideration, the sufficiency of
which is hereby acknowledged by the
parties, the parties agree as follows:
Section 1. Recitals.
The above preamble,
recitals, definitions and
exhibit are hereby made a part of this
Agreement.
Section 2. Agency. The
Client hereby
engages the Agent and
the Agent
hereby agrees to be engaged by the Client
to perform the
following services
as
an independent contractor of the Client:
market, promote and
sell the Products
from time to time in the normal
course of the Agent
promoting its own
products
and during the term hereof. Nothing
contained herein shall obligate the Agent to
perform any extraordinary or non-customary marketing or sales efforts for
the
Products, or to invest any specific amount or level of the
Agent's money or
resources or time in marketing and selling
the Products under this Agreement.
Section 3. Commissions. The Agent shall be paid a commission of 10
% of
the total sale of the product to
distributors and 15% to end users. Client shall
provide the Agent a written monthly
accounting of all
sales of Products in that
month, which accounting shall be sent to
the Client by the Agent within 15 days
after the last day of the month in
question. Commissions
are due with the sales
report. Commissions will be paid on all re-orders and upon the date of
termination of this contract commissions will continue to be
paid for two years
on all accounts initiated by the agent, including orders from tradeshows
attended by agent.
Section 4. Confidentiality. (a) The parties have disclosed
and/or will
disclose to each other certain trade secrets and proprietary business
information (including, without limitation, business and marketing plans;
financial, marketing and product information; marketing and sales leads and
sources; and business contacts) which are used in conducting the a party's
business, gives a party some competitive
business advantage, or
the disclosure
of which could be detrimental to the interests of the disclosing party
("Confidential Information"). When such information is
disclosed, the
parties
are disclosing their respective
Confidential
Information to each
other for the
sole purpose of facilitating the sale, marketing and promotion of Products
hereunder. Each party agrees to treat as strictly confidential any and all
Confidential Information obtained from the
disclosing party and to that end each
party further agrees: (a) not to display, disclose, disseminate, discuss or
reveal to any third party or to use the
Confidential
Information or any portion
thereof of a disclosing party, except in
accordance with this Agreement or under
an express written consent from the
disclosing party;
and (b) to safeguard
and
segregate the Confidential Information obtained under this Agreement from
its
own Confidential Information; and (c) to
use its best efforts to ensure that the
Confidential Information is disclosed only to
the receiving parties'
officers,
employees, and agents who have a need
to
