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Search Engagement Agreement by:
Exhibit 10.25
REPRESENTATIVE AGREEMENT
This AGREEMENT is made, by and
between AMERICAN SOIL TECHNOLOGIES, INC., a
Nevada corporation located at 12224 Montague Street, Pacoima, California 91331
("ASTI"), and Pure Chemicals LTD, an Israeli Company located at 18
Hertzel St.,
Kfar Saba 44444, Israel (the " Representative"). ASTI and
Representative are
referred to collectively herein as the ("Parties").
In consideration of the premises and
the mutual agreements herein contained
and other valuable consideration the receipt and sufficiency of which is
acknowledged, ASTI and the Representative agree as follows:
1. Engagement as Independent Representative.
1.1. ASTI hereby engages the
Representative to act on an exclusive basis
as an independent
representative for ASTI to sell the "Products" as
described on SCHEDULE A to
the market as described on SCHEDULE B
(the "Market")
within the territory described on SCHEDULE C attached
hereto (the
"Territory") and as the exclusive dealer and
representative as to the
accounts established by the Representative
outside the territory as set
forth in SCHEDULE D and Representative
hereby accepts such
engagement, under the terms and conditions
hereinafter set forth.
ASTI will not sell any of the products, directly
or indirectly or by
another representative/
agent/ distributor, to any person or company
or other entity, at the
market within the Territory and/or to the
accounts established by the
representative outside the Territory .
Furthermore, any inquiry to
ASTI from a third party as mentioned
above, concerning the
products, will be immediately directed to the
representative.
1.2. Any person/company/other entity outside the
territory as set forth
in Schedule D, that ordered
and received a sample of the products
due to the activities of the
representative according to this
agreement, will be referred
to at this agreement as "accounts
established by the
representative" and made a part of Schedule D.
2. Representative's Duties ; Extent of Services.
2.1 Duties. The Representative will serve as an
independent
representative to assist ASTI
in the commercial development and sale
of its products as designated
by ASTI from time to time
(collectively referred to
herein as the "Products") to the Market
within the Territory and to
the accounts established by the
distributor outside the
territory. The Representative's sales and
market development activities
include, without limitation, the
following:
1
<PAGE>
2.1.1. Soliciting distributors, retailers and
growers in the
Territory to purchase
and use the Products, by using the
representative's
reputation, business standing, connections
and professional
knowledge.
2.1.2. Meeting with distributors, retailers and
growers in the
Territory to provide
Product support and to educate them
regarding uses of the
Products;
2.1.3. Encouraging growers to conduct periodic
testing of the
efficacy of the
Products on crops during the growing season,
and to provide the results to ASTI;
2.1.4. Conducting post-sale follow up with
retailers and growers who
use the Products and
making recommendations to promote future
sales;
2.1.5. Conducting physical inventory inspections of
distributors and
monitoring compliance
by distributors with contract
requirements; and
2.1.6. Performing such other sales and advisory
services as ASTI may
reasonably request from time to time.
2.2. Reporting. The Representative shall send
progress reports to ASTI
once every quarter,
containing information as to the progress of its
activities according to this
agreement. . The reports will be due by
the fifth (5th) business day
of the first month of every quarter.
2.3. Unauthorized Representations. The
Representative shall not hold
himself out to be an employee
of ASTI, nor shall the Representative
do anything, which might be
construed as an act on behalf of ASTI.
The Representative has no
authority, and shall not represent that
the Representative has
authority, to make any representations,
warranties or agreements on
behalf of ASTI, to accept orders for
ASTI, to sign ASTI's name, to
receive payments due ASTI from
customers, or to bind ASTI in
any manner.
2.4. Authorized Representations. The
Representative is only authorized to
represent that the
Representative is the exclusive Representative of
ASTI for the solicitation of
orders for the sale of Products to the
Market within the Territory
and to the accounts outside the
territory, established by the
representative. The Representative
shall not issue any printed
or written matter or advertisement
representing the
Representative to be a Representative of ASTI
without securing ASTI's written
approval of the form and text
thereof.
2
<PAGE>
2.5. Expenses. The Representative shall be
responsible for paying his
business expenses incurred in
connection with the performance of the
Representative's duties
hereunder, other than those expenses
associated with special
projects as requested and approved in
writing by ASTI.
2.6. Limited Territory. While this Agreement is
in effect, the
Representative agrees that the
Representative will not solicit
orders for the Products
outside the Territory (apart from accounts
outside the territory,
established by the representative as
mentioned within paragraph
1.2), unless approved by ASTI.
2.7. Collection of Accounts. The Representative
shall assist in the
collection of past due
accounts upon request by ASTI. Representative
will not be liable for past
due accounts.
3. ASTI's duties and declarations:
3.1. ASTI shall, at its own expense, provide the
representative with
samples in reasonable amounts
of the products that will be used by
the customers for testing the
products.
3.2. ASTI shall, at its own expense, provide the
representative with
technical and marketing
information concerning the products,
brochures, electronic
information, instructional material and other
product data.
3.3. ASTI shall, at its own expense, assist the
representative and the
customers of the products in
all ways deemed reasonable by ASTI, in
the solution of problems
relating to the products.
3.4. The name and address of the representative
will be mentioned at
ASTI's website, as ASTI's
exclusive representative in the Teritory.
3.5. ASTI shall indemnify and hold representative
free and harmless from
any and all claims, damages
or law suit arising out of defects in
the products caused by ASTI,
or failure of ASTI to provide any






