EXHIBIT 10.12
DISTRIBUTION AGREEMENT
This agreement is made as of March 10,
2005 between SeaLife
Marine Products,
Inc., (Company) a wholly
owned subsidiary of SeaLife Corporation, 5601 Slauson
Avenue, Suite 283 Culver City,
California
90230and Current, Inc., 30 Tyler
Street, East Haven, CT 06512
(Distributor).
1. KEY
TERMS.
(a) Territory.
"Territory" means Virginia, Maryland, Delaware, New
Jersey, New York (South of Latitude 42), Connecticut, Rhode Island,
Massachusetts, New Hampshire
and Maine.
(b) Class
of Trade. "Class of Trade" means sub-distributors
(boats, barges and marine vessels only), shipyards, boatyards and marine
dealers. This does not include retail, internet, non-marine vessel vertical
markets and catalog
categories.
There may be instances from
time to time where a potential customer, especially
a national account, could be a house account or a Rep
account. This
situation
will be evaluated on a case
by case basis and the final decision will be made by
the Company President or
Division President
(c) Products.
"Products"
means all products
that the Company may
elect in its discretion to distribute in the Territory. See exhibit "A" for
product listing and
distributor pricing.
2.
APPOINTMENT. The
Company appoints Current, Inc. as the Company's
exclusive distributor for sales of Products to the Class of Trade to be
delivered in the Territory as
listed in items 1a, 1b, and 1c.
3.
OBLIGATIONS OF DISTRIBUTOR.
(a) MARKETING
EFFORTS. Distributor will use its best efforts
to
maximize sales of Products in the Territory to the Class of Trade in the
Territory and will: (1) retain agents and representatives adequate to
effectively promote and sell the Products;
(2) make appropriate contacts and
related efforts to sell Products to the Class of Trade;
(3) arrange sales
meetings between the Company
and Distributor's
major accounts for presentations
of Products and review of topical issues affecting the trade industry, as
reasonably requested by Company; (4) participate at key trade shows in
the
Territory; (5) pursue leads, if any,
furnished by the Company; and (6) provide
monthly reports to the company covering sales, sales prospects, past and
upcoming promotional efforts and such other
matters as are reasonably requested
by the Company. Distributor shall perform its duties in a
professional
manner
and in accordance with the
highest industry standards.
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(b) NO
AUTHORITY. Distributor shall not make any representation
or
warranty on behalf of the Company, or in any manner assume or create any
obligation or responsibility,
express or implied,
on behalf of, or in
the name
of, the Company or act for or bind the Company in any respect (it being
understood that any
representation,
warranty or obligation
may only be created
by the Company). No advertising, publicity, promotional or other materials
in
any medium (nor any the
Company's service marks, trademarks or trade names)
may
be used by Distributor without the Company's prior written approval and then
only in accordance with the
Company's instructions.
(c) OTHER
ACTIVITIES.
Distributor
shall promptly notify the
Company in writing if
Distributor
desires to
distribute or sell
products that
are competitive with the Products and must have
approval from the Company prior
to such sales.
4.
OBLIGATIONS OF THE
COMPANY. The Company shall inform and instruct
Distributor as to the Products and provide guidance and promotion of the
Products, as the Company deems appropriate.
The Company shall
supply materials
required, in the sole judgment of the Company,
for the proper
promotion and
handling of sales and
instructions for use of such materials.
If at the end of the first 12
month period there is
an excess of inventory
and
both parties agree that it is excess,
the distributor may return the excess
amount to the
company.
5.
SALES PERFORMANCE REQUIREMENTS AND PAYMENT TERMS
(a) Minimum
Sales Requirement
Initial order: March
1, 2005 - 250 gallons;
April 15, 2005 -
250 gallons
First Year
TBD
Second Year
TBD
(b) Payment
Terms
Initial Order: 50% Upon execution of this agreement; 50% Upon
delivery.
Following orders: 30
day terms pending credit approval
(c) Sales
incentive rebate program
3000 gallons the first
year, 2% rebate paid out at year
end
5000 gallons the first year, 4% rebate paid out at year
end
(d) From March
15, 2005 through September 2005, SeaLife will
commit to advertising that both parties will agree upon and
is
estimated at approximately $8,000.
6.
ORDERS AND PRICING.
(a) ORDERS.
Distributor shall promptly transmit to the Company, in
writing, all orders for Products on order
forms approved by the
Company. All
orders are subject
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to acceptance or rejection by
the Company, which reserves the
right to reject any order or
part thereof (or cancel after acceptance), for any
other reason, in its sole
discretion.
(b)
PRICING AND
TERMS. The Company
shall establish all prices and
terms of sale for the
Products. Distributor
shall not deviate from
the Company
pricing or terms of sale,
including terms of delivery, without the prior written
approval of the Company. The
Company reserves the rights to change and/or modify
pricing and terms, as it deems necessary, upon prior written notice to
Distributor. All contracts with accounts shall solely be
between such accounts
and Distributor and the Company shall have no
rights or obligations
under such
contracts.
Pricing is guaranteed for any
6 month period.
7.
PROPRIETARY RIGHTS:
(a) OWNERSHIP.
The Company owns all Products and materials and all
intellectual property rights related to or used in connection
therewith
(the
"Rights"). Distributors shall acquire no interest in the Rights or in any
goodwill or relationships
with customers or prospective customers. Distributor
shall not at any time,
during or after the Term, contest, or aid any other
person in contesting, or do anything which otherwise impairs the Company's
interests in the
Rights.
(b) NON-USE
AND NON-DISCLOSURE. Distributor shall treat all
information regarding the Company or its customers or vendors, or the sale,
manufacture or distribution of the Products,
including actual and prospective
customer and vendor names,
lists and information,
the methods by which sales of
the Products are conducted,
any method by which customers, products or supplies
of the Product are obtained, business and marketing plans and financial
inf
