Exhibit
10.4
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 t
