EXHIBIT 10.7
SALES AGENCY AND SERVICE AGREEMENT
THIS
AGREEMENT, executed this 19th day of May, 2008 and effective
July 1, 2008 (the “Closing Date”) between Ferrara
International Logistics, Inc. a New Jersey corporation with
its principal place of business at 640 Dowd Avenue, Elizabeth,
New Jersey (hereinafter “FIL”) and Janel World
Trade, Ltd., a Nevada corporation with a principal place of
business at 150-14 132
nd Avenue,
Jamaica, New York (hereinafter “Janel”)
WHEREAS,
the Parties hereto intend to enter into a certain Asset
Purchase Agreement by which Janel will purchase certain
specified assets constituting substantially all of the assets
of a Customs Brokerage business owned and operated by FIL,
(hereinafter “the Business”) but none of the
liabilities or debts of said business, and
WHEREAS,
Janel is desirous of retaining the services of FIL for the
promotion, operation, expansion, and sale of the services of
the Business,
THEREFORE,
1. Customers; Duties
FIL
has agreed to bring and transfer to Janel its book of business
of its customs brokerage operation, which includes the
customers of FIL’s customs brokerage operations and any
new business developed. FIL’s duties shall consist of
soliciting, marketing, advertising and selling Janel’s
goods and services, obtaining customers for Janel, any
administrative or service functions that accompany servicing
customers, cooperation with Janel with respect to its
operations, and regularly informing Janel of FIL’s
business activities on its behalf or with respect to
customers. Janel will provide its general administrative
services to customers, including, but not limited to, customs
clearance, payment of duties, delivery of merchandise, special
projects, and billing and collections. FIL agrees to fully
disclose all payment terms and schedules to customers on a
regular basis and will supply Janel, on a current basis, with
all information concerning customers, potential customers, and
the status of customer negotiations, contracts or orders. FIL
may not offer any discount to customers without prior approval
from Janel. Any business transactions or accounts that
involved the handling of activities outside of the scope of
customs clearance (e.g. trucking, warehousing, international
airfreight, international ocean freight) handled by FIL will
not be part of this transaction and will not be
cross-solicited by Janel to handle those
services.
2. Best Efforts
FIL
agrees to develop and maintain all accounts brought by it to
Janel. FIL will use its best effort to establish customer
relations, satisfaction and retention by performing its
business and sales functions to the best of your ability and
providing premium service, which includes, but is not limited
to, maintaining regular contact, inviting customers to events,
if applicable, maintaining customer contact, information
lists, and providing service reports and price
schedules.
3. Independent Contractor
Pursuant
to this Agreement, FIL is an independent contractor and not an
employee. This Agreement is not to be construed in any manner
as an employment contract or to entitle FIL or any of its
representatives, officers or employees to any benefits to
which an employee of Janel would be entitled, except for those
directly employed by Janel. As an independent contractor, FIL
is solely responsible for its business expenses, benefits and
taxes, including, but not limited to, any unemployment, social
security, and disability insurance payments, income and other
tax deductions and withholdings which may be required by
federal, state or local law, filing tax returns, purchasing
and maintaining medical coverage or other health or insurance
benefits, expenses relating to any automobile or other
transportation, and expenses relating to sales efforts
hereunder.
4. Non-Disclosure of Confidential Information
FIL
has or will receive Confidential Information as a result of
its dealings with Janel and its representatives and customers.
Accordingly, FIL agrees not to, directly or indirectly, at any
time and in any way, use, communicate, disclose or disseminate
any Confidential Information in any manner whatsoever. FIL
shall use its best efforts and exercise utmost diligence to
protect and safeguard all Confidential Information that is or
becomes under its control. “Confidential
Information” means any and all trade secrets and other
intellectual property, proprietary and other information, in
any form, relating to Janel or its affiliates, or their
directors, officers, or employees, other than information
which is in the public domain other than as a result of your
willful or negligent act or omission or any breach of the
provisions of the Agreement, including, but not limited to,
information relating to the development, identity and
description of customers, operations, pricing, prospects,
marketing, finances, business proposals, and all other aspects
of Janel’s or its affiliates’
business.
5. Ownership of Proprietary Information
Janel
is, and shall remain during the term of this Agreement and
thereafter, the sole and exclusive owner of all Confidential
Information for FIL customs brokerage operation.
6. Non-Compete
FIL
agrees that while it is an independent contractor sales
representative for Janel, and in any event until the end of
the initial and any renewal term of this Agreement, it will
not, directly or indirectly (i) offer or provide or conduct
any business services relating to customs brokerage in the New
York/New Jersey area to any other person or entity or (ii)
participate in, own, manage, operate, or control any business
which is in competition with Janel or its affiliates
pertaining to customs brokerage services in the New York/New
Jersey area. During the initial and any renewal term of this
Agreement, and for two (2) years following the
terminatio
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