MARKETING AGENCY AGREEMENTAgency Agreement |
|
|
|
You are currently viewing: This Agency Agreement involves
WATAIRE INTERNATIONAL, INC. | P204 ENTERPISES LTD. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Agency Agreement by:
THIS MARKETING AGENCY
AGREEMENT
Made as of the 21st
day of September, 2006
BETWEEN:
WATAIRE INTERNATIONAL, INC., A
NEVADA CORPORATION WHICH IS A WHOLLY OWNED
SUBSIDIARY OF CIMBIX CORPORATION, A
WASHINGTON CORPORATION (JOINTLY REFERRED TO
AS THE
"COMPANY")
AND
P 204
ENTERPRISES LTD.
P204 ENTERPISES LTD. 258
CAMELOT COURT, KELOWNA BC,
VIV IN2
CANADA
(The
"Marketing Agent")
WHEREAS, Wataire
Industries, Inc., a Nevada corporation, is the legal and
beneficial owner of all right, title, intellectual property, and interest in
and
to the
trade name, copyright,
brand and trademark "Wataire" with respect to
Wataire's proprietary water-generating machines
(the "Product").
WHEREAS, Wataire
granted a worldwide license to the Company to market and
distribute the Products
and the Company
have the rights to use packaging,
accessories, and promotional materials for the purposes of selling the
Products;
WHEREAS, The
Marketing Agent has requested and
the Company has agreed to
grant to the Marketing Agent, the
distribution and marketing rights for private
label branded Products
on the terms
and conditions hereof.
NOW
THEREFORE THIS AGREEMENT
WITNESSES that in
consideration of the
premises and mutual
covenants and agreements
hereinafter set forth,
the
Marketing Agent, the
Company, and Wataire
International agree as follows:
1.00 APPOINTMENT
1.01 The Company hereby appoints the Marketing Agent its Marketing Agent for
private label branded products upon
the terms and conditions hereinafter
set forth, and the Marketing Agent
hereby accepts such appointment.
1.02 SCOPE OF APPOINTMENT: Providing that the Marketing Agent has not breached
any provisions of this agreement and provided further that the Marketing Agent
diligently and faithfully carries out the duties and obligations imposed on it
by this Agreement, the Marketing Agent shall, during the term of this
Agreement,
and any extended period of Agreement or upon renewal of this Agreement, be the
Wataire marketing Agent of the Company selling private label
1
<PAGE>
products on a global basis. The Company shall not appoint any other Private
Label Marketing agent nor otherwise distribute or sell the Marketing Agent's
branded product. The Marketing Agent
also agrees to exclusively purchase all
atmospheric water generating related products from the Company.
Notwithstanding the Company's appointment of the Marketing Agent as its private
label Marketing Agent and the Marketing Agent's agreement to exclusively
purchase all atmospheric water generating products from the Company, the
Company
reserves the right, at its sole discretion, to manufacture and sell its
products
under any other private label brand on the following conditions:
(i) The Company agrees not to
manufacture or sell its atmospheric
water generating related
products to or under any other private label
brand other than the
"Wataire" brand(s), any other brand developed by
the Company for its own sales,
or the Marketing Agent's private label
brand(s) for less than a
minimum of 20% over the standard invoice
price to the Marketing Agent
before freight, taxes and duties.
(ii) The Marketing Agent will
use its best efforts assist the Company
by contributing its expertise
on successful brand creation and
development, and the Company
will endeavor to ensure the private label
brand does not create undue
market channel confusion or make available
any foreseeable technical
advantages that are not also available to
the Marketing Agent's brands.
(iii) The Company and the
Marketing Agent shall equally share the
revenues from any competitive
private label brand introduced by the
Marketing Agent, which revenues
are above the amounts over the normal
invoice price to the Marketing
Agent before freight, taxes and duties.
The Marketing Agent agrees to
bring all private label requests from
its retail market channel
customers to the Company and, if the Company
agrees to supply the retailer's
private label brand, then the
Marketing Agent will be
compensated as in 1.04 above. This provision
is to prevent loss of any
prospective private label sale and insure
cooperation between the Company
and the Marketing Agent.
1.03 PRICING POLICY: Prices are subject
to revision and change by the Company
from time to time, and the Company will make every effort to provide the
Marketing Agent 30-45 days notice of any price changes.
1.04 SUB AGENTS: The Company grants the right to the Marketing Agent to appoint
Sales Dealers and Sub-Distributors, such appointments shall be at the Marketing
Agents expense, subject to the provisions of Section 4.02 below and subject to
prior written approval by the Company
1.05 SALES ACTIVITIES: The Company grants the rights to the Marketing Agent to
market promote and sell the private label branded products.
1.06 Sales quota: The Company agrees that only the sales or orders generated
directly by the Marketing Agent's efforts for the sale of the Marketing Agent's
branded products will be counted as part of any required sales quota.
2
<PAGE>
1.07 CUSTOMER INQUIRIES. The Company
covenants and agrees that all inquiries
with respect to private label brands, or orders for, the Marketing Agents brand
of Products received by the Company shall be referred to the Marketing Agent
for
the Marketing Agent's attention in accordance with the terms of this agreement.
1.08 The Marketing Agent covenants and agrees that all inquiries with respect
to
private label brands or orders for the Product received by the Marketing Agent
that he cannot appropriately service shall be referred to the Company for the
attention of the Company.
2.00 TERM
The term of this Agreement shall be for a period of five years and will
commence
immediately upon execution of this agreement.
RENEWAL.
The Company and the Marketing Agent agree to negotiate an extension to this
agreement for a further five-year period, if, within the term of this
Agreement,
the Marketing Agent has fulfilled all of its obligations and duties hereunder.
3.00 OBLIGATIONS OF
THE AGENT
During the term of this Agreement the Marketing Agent shall use its best
efforts
to advertise and
promote the sale of the private branded Products and to make
regular and sufficient
contact with any
prospective customers.
3.01 The Marketing Agent agrees to
supply the Company with quarterly records of
all contacts made
by the Marketing
Agent's representatives; and
3.02 The
Marketing Agent assumes all
liability, responsibilities and expenses
for "After Sales Service", and
must work towards stocking a minimum quantity of
replacement parts equal
to 3-4% of
its projected sales
volume.
3.03 The
Marketing Agent agrees to limit his sales activities to the
private
label branded product
unless otherwise authorized
by the Company.
4.00 STATUS OF AGENT
4.01 The status of the Marketing Agent shall be that of an independent
contractor and the Marketing Agent
shall have no authority to assume or
create any obligation whatsoever
expressed or implied, in the name of the
Company, or to bind the Company in
any manner whatsoever.
4.02 The Marketing Agent shall have no authority hereunder to enter into any
contract of sale or employment on
behalf of the Company, or to endorse the
Company's checks, or to make
allowances or adjustments on accounts for the
return of merchandise, except
pursuant to written authorization of the
Company. The Company retains the
right to review and approve of the legal
language in any Dealer, Sub-agent or
Distribution appointment agreement
3
<PAGE>
entered into by the Marketing Agent
that will or could oblige the Company
in any manner.
4.03 The Marketing Agent undertakes and agrees that it will not furnish to any
customer or prospective customer,
any warranties, undertakings, or
guarantees other than the Company's
standard written and authorized product
warranties, undertakings or
guarantees that may intend to involve the
responsibility or liability of the
Company unless authorized by the Company
in writing. In the event that the
Marketing Agent does allow or furnish to
customers or prospective customers,
any additional warranties, undertakings
or guarantees of any nature
whatsoever, which might involve the
responsibility or liability of the
Company, and which is not authorized by
the Company in writing, the
Marketing Agent agrees to indemnify and save
the Company harmless from any
claims, demands, damages, costs or losses
whatsoever arising out of or in any
way connected with such warranties,
undertakings or guarantees.
5.00 EXPENSES
5.01 Except as hereinafter provided,
all expenses in connection with
the Marketing Agent's
performance of this Agreement and its activities
as Marketing Agent for the
Company in accordance with the terms of
this Agreement, including, but
not limited to travel, automobile,
salaries and supplies, shall be
borne by the Marketing Agent and it
shall be solely responsible for
the payment thereof.
At its discretion and in the
interest of promoting sales the Company
may provide at its expense,
technical information, access to marketing
materials and technical
personal for purposes of training, product
launches, and trade shows.
6.00 ACCEPTANCE OF ORDERS
6.01 Orders received by the
Marketing Agent for the purchase of
private label branded Products
shall not bind the Company until
accepted by it. The Company
reserves the sole and exclusive right to
accept or reject any order. In
the interests of duty and corporate
growth the Company shall make
every effort to complete the supplier
obligations and agrees not to
unreasonably or capriciously reject any
orders obtained as a result of
the efforts of the Marketing Agent.
This condition is in part to
protect the Company against supply
shortages, acts of God, natural
disasters and component supply
problems.
7.00 OBLIGATIONS OF THE COMPANY
7.01 During the currency of this
Agreement the Company shall:
7.01.01 Permit the Marketing Agent to hold itself
out as the






