Exhibit 10.23
KAMLOOPS AGENCY
AGREEMENT
THIS KAMLOOPS AGENCY AGREEMENT
(“Agreement”) made as of March 5, 2007, between
DOMTAR PULP AND PAPER PRODUCTS INC., a Canadian corporation
(“Domtar”), and WEYERHAEUSER COMPANY, a Washington
corporation (“Weyerhaeuser”).
WHEREAS, Domtar manufactures wood
pulp at its facilities in Kamloops, British Columbia,
(“Kamloops Pulp”) of various grades and/or with fiber
or performance characteristics (described more particularly in
Exhibit C) not presently manufactured by Weyerhaeuser,
and
WHEREAS, Domtar desires to sell
Kamloops Pulp to customers through a sales agent; and
WHEREAS, Domtar desires to appoint
Weyerhaeuser, and Weyerhaeuser desires to accept such appointment,
as a sales agent for Kamloops Pulp, on the terms described
herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Weyerhaeuser and Domtar agree as
follows:
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1.
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Appointment
of Agent .
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Domtar, as principal, hereby
appoints Weyerhaeuser, and Weyerhaeuser accepts such appointment,
as the exclusive sales agent for the geographic areas described in
Exhibit A (“Exclusive Territory”) and as a
non-exclusive sales agent for all other geographic areas outside
Canada, the United States and Mexico (“Non-Exclusive
Territory”), for all grades of Kamloops Pulp.
The initial term of the appointment
as exclusive sales agent (“Initial Term”), shall begin
on June 3, 2007 or earlier termination of that certain
Kamloops Agreement for the Purchase and Sale of Pulp between Domtar
and Weyerhaeuser of even date herewith, and shall expire on
December 31, 2007, unless earlier terminated by either party
on not less than ninety (90) days written notice prior to the
end of the Initial Term. Not later than July 1, 2007,
Weyerhaeuser and Domtar shall begin discussions for a renewal of
this Agreement, but unless Weyerhaeuser and Domtar shall have
agreed in writing on a renewal hereof by October 1, 2007, this
Agreement shall expire at the end of the Initial Term.
As full compensation for all
services performed by Weyerhaeuser hereunder, Domtar will pay
Weyerhaeuser as sales agent a commission as specified on Exhibit
B attached hereto. Commissions will be paid within 30 days
after Domtar receives payment for the sale of the Kamloops Pulp. If
this Agreement is terminated, Domtar will pay commissions on orders
solicited by Weyerhaeuser and accepted by Domtar prior to the date
of termination. Weyerhaeuser will bear all expenses incurred by it
in performing services under this Agreement.
All purchase orders for Kamloops
Pulp shall conform to the prices and other terms specified by
Domtar. Weyerhaeuser will represent to third parties that any
purchase orders it solicits for
Kamloops Pulp are subject to Domtar’s
acceptance, which Domtar shall not unreasonably withhold, and are
subject to Domtar’s standard terms and conditions of sale.
Domtar agrees to make available to Agent during the term those
quantities listed on Exhibit C .
Domtar and Weyerhaeuser each agrees
to comply with all applicable laws, ordinances and governmental
rules and regulations, and Domtar and Weyerhaeuser each represent
that no foreign government official has an interest in this
Agreement. Domtar agrees that through itself or other agents,
contractors or representatives, it shall not deal with other sales
agents or with customers or potential customers of Kamloops Pulp in
the Exclusive Territory during the term of this Agreement.
Weyerhaeuser agrees that it will not sell pulp in the Exclusive
Territory on behalf of any parties other than Domtar, for those
grades of Kamloops Pulp specified in Exhibits C attached
hereto (“Exclusive Pulp Grades”). Nothing herein shall
prohibit, during the term of this Agreement: (i) Domtar from
dealing with other sales agents or with customers or potential
customers of Kamloops Pulp in the Non-Exclusive Territory;
(ii) Weyerhaeuser from selling, on behalf of itself, or any
parties other than Domtar, pulp other than the Exclusive Pulp
Grades within the Exclusive Territory; (iii) Weyerhaeuser from
selling, on behalf of itself, or any other parties, any grade of
pulp in the Non-Exclusive Territory. Domtar and Weyerhaeuser agree
to cooperate in the implementation of ordering, accounting and
other processes relating to the agency relationship, including,
without limitation, those processes described in Exhibits D and
E .
a. Force Majeure/Suspension of
Performance . The duties of either party hereunder shall be
excused to the extent and for the period of time necessitated by
the occurrence of any fire, flood, earthquake, other natural
disaster, labour dispute, market curtailment, war, direct act or
intervention of any government or subdivision thereof,
or
