Distributorship
Agreement
This Distributorship Agreement (the
“Agreement”) is entered into as of ____________ by and
between ShieldZone Corporation, a Utah corporation
(“ShieldZone”) and ________________
(“Distributor”).
WHEREAS, ShieldZone manufactures and sells
invisibleSHIELD TM branded protective films for
protecting screens of electronic devices including, but not limited
to, cellular telephones, portable music/video players and other
portable electronic devices and/or for protecting casings or
housings of said electronic devices in the United Staes of America;
and
WHEREAS, Distributor is in the business of
distributing such protective films; and
WHEREAS, the parties desire that Distributor
shall have the right to sell invisibleSHIELD TM branded
protective films in _____________________
(“Territory”). (Any future addition of Territories must
be agreed to in writing before Distributor engages in selling
invisibleSHIELD TM products in potential new
territories.)
NOW, THEREFORE, in consideration of the mutual
covenants set forth in this Agreement, the parties agree as
follows:
SECTION
ONE—PROMOTION OF SALE
Distributor will use its best efforts, and make
available the use of its sales force, for the purpose of promoting
the sale of ShieldZone invisibleSHIELD TM branded
protective films within the Territory. Distributor may also promote
the sale of ShieldZone accessories, as mutually agreed upon by the
parties.
SECTION
TWO—COVENANTS OF DISTRIBUTOR
Distributor shall perform, at
Distributor’s expense, the following duties to
ShieldZone’s satisfaction:
2.1
Promotions and Marketing . Distributor shall engage in sales
promotion activities in the Territory, including, but not limited
to, the distribution of marketing materials to current and
potential customers. Distributor shall pay for printing of any
marketing materials to be used in the Territory, and all such
marketing materials are subject to approval by ShieldZone.
ShieldZone shall provide samples to Distributor at no charge.
ShieldZone invisibleSHIELD TM branded films and
accessories are collectively referred to as “ShieldZone
Products”.
2.2 Sales
Organization . Distributor will maintain a qualified sales
organization which will call on customers and potential customers
in the Territory as may be reasonably likely to purchase any of the
ShieldZone products. Distributor shall adhere to ShieldZone sales
and marketing programs as provided to Distributor by ShieldZone
from time to time.
2.3
Places of Business; Inventory . Distributor shall
establish, staff, and maintain a place or places of business in the
Territory as may be necessary to provide good customer support and
marketing coverage in the Territory. Distributor will purchase and
maintain an inventory of ShieldZone Products as necessary to
adequately service customer requirements in the
Territory.
2.4
Coordination . Distributor shall coordinate its sales
efforts with ShieldZone. In addition, Distributor shall establish
and maintain records of its sales in sufficient detail to permit
identification and destination of each of the ShieldZone Products
sold by Distributor and Distributor shall make these records
available for inspection and copying by ShieldZone. Distributor
shall retain these records until ShieldZone either (a) accepts
custody of the records, or (b) consents in writing to their
destruction or other disposal.
2.5
General Conduct and Non-Competition . Distributor
shall at all times conduct its business in a manner as will reflect
favorably on ShieldZone and the ShieldZone Products and shall not
engage in any deceptive, misleading, illegal, or unethical business
practice. Distributor shall not design, manufacture, or market, nor
will it act as a representative or distributor for, any products
that compete with the ShieldZone Products during the term of this
Agreement and for three (3) years following termination of this
Agreement.
2.6
Sales Only in Territory . Distributor shall not offer
or sell ShieldZone Products outside of the Territory and shall
refer all inquiries regarding potential customers outside of the
Territory to ShieldZone. In addition, Distributor shall not offer
or sell ShieldZone Products to anyone who has the intent to offer
or sell the ShieldZone Products outside of the Territory.
Distributor shall not offer or sell ShieldZone Products on the
Internet. ShieldZone may sell ShieldZone Products to customers from
the Territory who place orders over the Internet.
SECTION
THREE—PURCHASE OF PRODUCTS
3.1 Purchase
Orders . Purchase of ShieldZone Products under this Agreement
shall be made by delivery to ShieldZone of Distributor’s
written purchase orders specifying in reasonable detail the types
and quantities of ShieldZone Products being ordered. No purchase
order is binding upon ShieldZone until accepted in writing by
ShieldZone. Nothing in this Agreement is intended to create any
duty on the part of ShieldZone to accept any order, it being
expressly understood that the acceptance or rejection of any order
is at the sole discretion of ShieldZone.
3.2
Prices . Prices and minimum order quantities shall be
provided by ShieldZone to Distributor upon receipt of each purchase
order from Distributor and are subject to change at any time by
ShieldZone until each order is finalized. Prices and minimum order
quantities shall be determined separately for each purchase
order.
SECTION
FOUR—TERM AND CONDITIONS
4.1
Shipment . All shipments under this Agreement shall be made
in ShieldZone’ standard shipping packages to
Distributor’s address in Territory. Unless otherwise
instructed in writing by Distributor, ShieldZone shall select the
carrier.
4.2
Acceptance . Distributor must inspect all ShieldZone
Products promptly upon receipt at the shipping destination and may
reject any goods that fail in a significant respect to meet
ShieldZone’ acceptance specifications. ShieldZone Products
not rejected by written notice to ShieldZone within 10 days of
receipt shall be deemed to have been accepted. Rejected products
shall be returned freight prepaid to ShieldZone within 10 days of
the date ShieldZone authorizes return. As promptly as possible
after receipt by ShieldZone of properly rejected goods, ShieldZone
may, at its sole option, either repair or replace the properly
rejected goods, or refund the purchase price to Distributor.
ShieldZone shall prepay transportation costs back to Distributor
and shall reimburse Distributor for any costs of transportation
incurred by Distributor in connection with the return to ShieldZone
of properly rejected goods; otherwise, Distributor must pay
transportation costs in both directions.
4.3
Payment . Terms of payment shall be Net-30, except on the
first order. First order Terms of Payment are as follows: ½ of
payment (via wire transfer) must be received before
shipement.
4.4
Taxes . Distributor shall bear all applicable federal,
state, municipal and other government taxes (such as sales, use,
value added, or any similar taxes); all customs duties, levies,
imports, and similar charges; and all personal property taxes
assessable on the ShieldZone Products after delivery to the carrier
at ShieldZone’ distribution center.
4.5 Resale
Prices . Distributor may set its own resale price for the
ShieldZone Products, except that such prices must be mutually
agreed to be reasonable after consultation with ShieldZone.
Notwithstanding the foregoing, retailers in the Territory shall be
required by Distributor to sell the ShieldZone Products within the
range of ShieldZone’ suggested retail price (MSRP) and shall
require that retailer not sell the ShieldZone Products below
ShieldZone’ minimum retail price (MMRP). (See attached
Exhibit A for pricing details).
4.6
Limitation of Liability and Indemnity Provisions .
Notwithstanding any provision in this Agreement to the contrary, in
no event is ShieldZone liable for indirect, incidental, or
consequential damages and in no event may the liability of
ShieldZone arising in connection with any of the ShieldZone
Products sold hereunder (whether this liability arises from a claim
based on contract, warranty, tort, or otherwise) exceed the actual
amount paid by Distributor to ShieldZone for the Products.
Distributor shall indemnify ShieldZone, its directors, officers,
agents, employees, and affiliates for any actions, claims,
liability, or losses resulting or arising from Distributor’s
use, promotion, marketing, or sale of ShieldZone
Products.
4.7 Use of
Trademarks. Distributor is granted a limited right, during the
term of this Agreement, to use the trademarks, service marks,
corporate names, trade names, trade dress, and logos (collectively
referred to herein as “Trademarks”) owned by ShieldZone
in connection with the promotion and sale of ShieldZone Products.
This limited right is expressly limited to uses approved by
ShieldZone and necessary for sale of the ShieldZone Products and to
the performance of Distributor’s obligations under this
Agreement. Any use by Distributor of any Trademark used or
otherwise owned anywhere in the world by ShieldZone (collectively
refe
