Exhibit 10.8
CONFIDENTIAL TREATMENT REQUESTED FOR SECTION
9
BROKER-CLIENT CONTRACT
THIS Agreement is made this
1st day of November 2006 by and between Amish Naturals Inc., a
corporation duly organized under the laws of the State of Nevada,
herein called the CLIENT, and Natural / Specialty Sales, LLC. a
corporation organized under the laws of the State of Delaware,
herein called the BROKER.
WHEREAS, CLIENT is a manufacturer and seller, among other things
of certain merchandise or products, as listed in Attachment No. 1
to this Agreement, and desires to secure the services of a BROKER
in the territory hereinafter described, to negotiate the sales of
said merchandise or products in CLIENT’S name and for his
account; and
WHEREAS, BROKER is desirous of securing the exclusive right to
negotiate sales of said CLIENT’S products of merchandise in
said territory.
NOW THEREFORE, in consideration of the premises and covenants
and undertakings herein contained.
IT IS MUTUALLY AGREED A5 FOLLOWS:
1) TERRITORY.
CLIENT hereby appoints BROKER, and BROKER hereby agrees to act for
CLIENT, as its (or his, as the case may be), sole and exclusive
Representative for negotiations of sales of the merchandise or
products hereinabove enumerated, subject to the terms, provisions
and conditions hereof, within the territory as described in
Attachment No. 2 to this Agreement.
2) SALES
NEGOTIATIONS. All sales negotiations by BROKER for the account of
CLIENT shall be conducted in accordance with such prices, terms and
conditions as specified by CLIENT.
3) INDEPENDENT CONTRACTOR. It
is further understood that BROKER shall act as an Independent
Contractor of CLIENT, that neither BROKER nor its employees shall
be considered employees of CLIENT, and neither party shall in any
event be held liable or accountable for any obligations incurred by
either party other than as specified herein, It being specifically
understood that the respective businesses of each of the parties
shall be operated separate and apart from each
other.
4) CONFLICTS.
In the event of product conflicts, both parties shall make every
reasonable effort to reach an agreement on a method for BROKER to
represent the products involved.
5) APPLICABLE
LAW. The laws of the State of Nevada shall govern the application
and interpretation of this Agreement.
6) ENTIRE
AGREEMENT. It Is understood that this Agreement cancels and
supersedes any and all prior agreements, oral or written, made
between the parties hereto, and can only be modified by an
agreement in writing, signed by all applicable
parties.
7) ARBI TRATION. Any
controversy or claim arising out of or relating to this Agreement
shall be settled by arbitration in the state of Nevada in
accordance with the rules of the American Arbitration
Associates and judgment may be entered in any court having
Jurisdiction thereof
THE CLIENT AGREES AS FOLLOWS:
8) EXCLUSIVE
REPRESENTATION. BROKER shall be the sole and exclusive Sales
Representative of CLIENT for negotiating sales of the merchandise
and products herein specified in the described territory, and
CLIENT will either (a) make no sales of said merchandise and
products in such territory other than those negotiated by BROKER,
or (b) in case of sales made by CLIENT in such territory other than
those negotiated by BROKER, or on sales made otherwise for shipment
of CLIENT’S merchandise or products into the said territory
for resale CLIENT will pay BROKER a commission or brokerage on the
merchandise and products so sold at the rate specified in the
following paragraph. Further, CLIENT agrees not to enter into any
contract with any other Sales Repre
