This Exclusive Distribution Agreement (the” Agreement”), is made and effective: [ ]
BETWEEN: AUTOMATED ENTREPRENEUR (the “Company”), a corporation organized and existing under the laws of Ontario, Canada.
AND: [ ] (the “IAC”, also known as the “Independent Achievement Consultant” or “Distributor”), an individual with his main address located at or a corporation organized and existing under the laws of Ontario with its head office located at:
[ COMPLETE ADDRESS ]
WHEREAS the Company wishes to market the Products described in Schedule A (the “Products”) through the IAC, it is agreed as follows:
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Agreement” means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement;
“Accessories” means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods.
Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to the IAC. Each change shall become effective immediately following the date notice thereof is sent to the IAC.
“Affiliate means” any company controlled by, controlling, or under common control with the IAC’s Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) twenty-five percent (25%) or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control.
“Customer” means any person who purchases or leases Products from the IAC.
“Delivery Point” means Company’s facilities at [FULL ADDRESS]. Delivery point means the IAC’s facilities.
“Exhibit” means an exhibit attached to this agreement.
“Goods” means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to the IAC. Each change shall become effective [NUMBER] days following the date notice thereof is sent to the IAC.
“Products” means Goods, Accessories, and Spare Parts.
“Spare Parts means”: (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to the IAC. Each change shall become effective [NUMBER] days following the date notice thereof is sent to the IAC.
“Specifications” means those specifications set forth in Exhibit D.
“Territory” means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, the IAC shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give the IAC written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. The IAC shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if the IAC accepts such offer, the Territory shall be appropriately expanded.
“Trademark” means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E.
2. APPOINTMENT OF DISTRIBUTOR
Company hereby appoints the IAC as Company’s exclusive distributor of Products in the Territory, and the IAC accepts that position.
Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than the IAC, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than the IAC or a party designated by the IAC for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than the IAC from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory.
3. LEADS GIVEN TO CORPORATE
If Corporate is contacted by any party inquiring about the purchase of Products the Territory, Company shall endeavor to determine if said party had received the referral from the IAC. If so, the IAC shall be remunerated for the lead and give the party to mentor.
The usual responsibilities of mentorship on behalf of the IAC would then apply for the benefit of the registering party.
4. RELATIONSHIP OF THE PARTIES
a. The IAC is an Independent Achievement Contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company’s employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions.
b. The IAC shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen’s Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance.
c. The IAC accepts exclusive liability for all contributions and payroll taxes required under Federal and Provincial Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it.
d. Nothing contained in this Agreement shall be deemed to create any Partnership or Joint Venture relationship between the parties.
5. SALE OF PRODUCTS BY THE IAC
The IAC agrees to exercise its best efforts to develop the largest possible market for the
Products in the Territory and shall continuously offer, advertise, demonstrate and promote the sale of Products in the Territory.
a. The parties have consulted together and now agree that if the IAC’s best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (“Annual Market Potential”) will be purchased and distributed in the Territory during the first year of this Agreement.
b. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year.
c. The IAC agrees that it will not distribute or represent any Products in the Territory compete with
the Products during the term of this Agreement or any extensions thereof.
The IAC shall be entitled, during the term of the distributorship created by this Agreement and
any extension thereof, to advertise and hold itself out as an authorized IAC of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, The IAC shall use the Trademarks in all advertisements and other activities conducted by the IAC to promote the sale of the Products.
a. The IAC shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and the IAC won’t use any such advertisements or promotional materials without having received the prior written consent of Company to do so.
b. The IAC shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company’s Trademarks.
7. NEW PRODUCTS
If Company hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Company may notify, at its discretion, the IAC of that fact and of all details concerning that product. The IAC may request from Company distribution rights for that product in the Territory, or any portion thereof, and if so requested, Company shall grant, or shall cause the subject IAC to grant, such distribution rights to the IAC on terms and conditions no less favorable than those provided in this Agreement with respect to Products.
If IAC does not obtain those distribution rights or obtains them only for a portion of the Territory, and Company or an IAC later desires to offer those distribution rights for the Territory or any portion thereof to another party, Company shall first, or shall cause such IAC to first, make that offer in writing to the IAC on terms and conditions which shall be specified fully in that offer. That offer shall contain a full description of the subject product and its operation.
IAC may request, and Company shall promptly provide, or shall cause such IAC promptly to provide, further information concerning the product or the offer. If IAC fails to accept such offer, Company may then offer the product to another party for distribution in the Territory, but may not offer it on terms and conditions more favorable than those offered to the IAC. If Company desires to make a better offer to another party, Company shall first, or shall cause the IAC first to, make such better offer to the IAC in accordance with the procedure set forth above.
8. IAC SALES AND SERVICE
a. The IAC shall, at its expense, engage and maintain a sales, service and parts handling organization in the Territory, staffed with such experienced personnel as are necessary to enable distributor to perform its obligations under this Agreement.
b. The IAC shall, at its expense, maintain facilities and personnel in the Territory that will enable it promptly and satisfactorily to perform, at a reasonable price, all inspection, maintenance and other necessary servicing of Products sold by the IAC. To assist the IAC, in the discharge of this service and maintenance function, Company shall provide service and maintenance training, without charge, to any reasonable number of the IAC’s personnel as the IAC shall designate.
c. The IAC shall, at its expense, at all times store and maintain its inventory of Products in accordance with current, applicable instructions issued by Company from time to time.
d. The IAC shall, at its expense, deliver one copy of Company’s current, applicable operation and maintenance manual to each Customer at the time of sale and, at that time, The IAC shall, at its expense, fully explain and demonstrate to the customer the proper method of operating and maintaining the Products.
e. The IAC shall mail to Company, during the term of the distributorship created by this Agreement and any extension thereof, prompt written notice of the address of each location at which products are stored, and the address of each facility established by the IAC to sell and service the Products. Company may, through its designated agent, inspect all such locations and facilities and the operations conducted therein at any time during normal business hours.
9. MENTORING NEW IACs
As promptly as practicable after execution of the Agreement, Company shall transmit to the IAC information, materials, manuals and other technical documents necessary to enable the IAC to perform its obligations under this Agreement and, in particular, to carry out the warranty repairs pursuant to ARTICLE 4 of this Agreement. Throughout the term of this Agreement and any extension thereof, Company shall continue to give the IAC such technical assistance as the IAC may reasonably request. The IAC shall reimburse Company for all reasonable out-of-pocket expenses incurred by Company in providing technical assistance. The IAC is responsible for Training every new IAC they register.
10. CONFIDENTIAL INFORMATION
Written Technical data, drawings, plans and engineering in technical instructions pertaining to the Products are recognized by the IAC to be secret and confidential and to be the property of Company.
Those items shall at all times and for all purposes be held by the IAC in a confidential capacity and shall not, without the prior written consent of Company, (i) be disclosed by the IAC to any person, firm or corporation, excepting those salaried employees of the IAC who are required to utilize such items in connection with the sale, inspection, repair or servicing of Products during the term of the distributorship created by this Agreement or any extension thereof, or (ii) be disclosed to any person, firm or corporation, or copied or used by the IAC, its employees or agents at any time following the expiration or termination of the distributorship created by this Agreement or any extension thereof, except where such use is necessary in order to maintain or service Products still covered by the warranty provisions of ARTICLE 4 at the time of such expiration or termination. Company may require as a condition to any disclosure by the IAC pursuant to this Section that any salaried employee to whom disclosure is to be made sign a secrecy agreement, enforceable by Company, containing terms satisfactory to Company.
11. TERMS OF PURCHASE AND SALE OF PRODUCTS
a. The IAC shall purchase its requirements for the Products from Company. Such requirements shall include (i) purchasing and maintaining an inventory of Products that is sufficient to enable the IAC to perform its obligations hereunder, and (ii) at least one (1) demonstration model of the Goods and Accessories.
b. Each order for Products submitted by the IAC to Company shall be subject to the written acceptance of Company, and Company may, in its own discretion, accept or reject any order for Products without obligation or liability to the IAC by reason of its rejection of any such request.
c. Company shall supply to the IAC sufficient Products to enable Distributor to meet the full demand for Products in the Territory.
d. All orders for Products transmitted by the IAC to Company shall be deemed to be accepted by Company at the time such orders are received by Company to the extent that they are in compliance with the terms of this Agreement and Company shall perform in accordance with all accepted orders. Company shall confirm its receipt and acceptance of each order written [NUMBER] days of receipt of the order.
e. Purchases for Resale only. All Products purchased by the IAC shall be purchased solely for commercial resale, excepting those Products reasonably required by the IAC for advertising and demonstration purposes.
12. ORDER PROCEEDURE
a. Each order for Products issued by the IAC to Company under this Agreement shall identify that it is an order and shall further set forth the delivery date or dates and the description and quantity of Products which are to be delivered on each of such dates. An order for Products shall not provide a delivery date less than [NUMBER] days after the date that order is delivered to Company.
b. The individual contracts for the sale of Products formed by the IAC’s submission of orders to Company pursuant to the terms and conditions hereof shall automatically incorporate, to the extent applicable, the terms and conditions hereof, shall be subject only to those terms and conditions (together with all terms in orders which are contemplated by this Agreement) and shall not be subject to any conflicting or additional terms included in any documents exchanged in connection therewith.
13. CANCELLATION OF ORDERS
All cancellation of orders by the IAC shall be in writing, or if not initially in writing, shall be confirmed in writing. If the IAC cancels an order, which has been accepted by Company, the IAC shall reimburse Company for any cost incident to such order incurred by Company prior to the time it was informed of the cancellation.
14. PURCHASE PRICE
All prices are F.O.B. the Delivery Point. If the price for any Product is not set forth on the Corporate Website, and the IAC nevertheless orders such a Product from Company, the parties hereby evidence their intention thereby to conclude a contract for the sale of that Product at a reasonable price to be determined by the Parties mutually negotiating in good faith.
15. PRICE CHANGES
Company reserves the right, in its sole discretion, to change prices or discounts applicable to the Products. Company shall post such changes on the Corporate website and shall not give advanced notice to the IAC. The price in effect as of the date of IAC’s receipt of notice of such price change shall remain applicable to all orders received by Company prior to that effective date.
Company shall, at its expense, pack all Products in accordance with Company’s standard packing procedure, which shall be suitable to permit shipment of the Products to the Territory; provided, however, that if the IAC requests a modification of those procedures, Company shall make the requested modification and the IAC shall bear any reasonable expenses incurred by Company in complying with such modified procedures which are in excess of the expenses which Company would have incurred in following its standard procedures.
19. DELIVERY: TITLE AND RISK OF LOSS
All deliveries of Products sold by Company to the IAC pursuant to this Agreement shall be made F.O.B. the Delivery Point, and title to and risk of loss of Products shall pass from Company to Distributor at the Delivery Point. The IAC shall be responsible for arranging all transportation of Products, but if requested by the IAC, Company shall, at the IAC’s expense, assist the IAC in making such arrangements.
The IAC shall also procure insurance for the transportation of the Products, and such insurance shall be of a kind and on terms current at the port of shipment.
In the event that Company is requested to assist the IAC in arranging for transportation, the IAC shall reimburse Company for all costs applicable to the Products following their delivery to the IAC, including, without limitation, insurance, transportation, loading and unloading, handling and storage. The IAC shall pay all charges, including customs duty and sales tax, incurred with respect to the Products following their Delivery to the carrier or forwarder.
20. INSPECTION AND ACCEPTANCE
Promptly upon the receipt of a shipment of Products, the IAC shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within [NUMBER] days of receipt of the shipment, the IAC shall notify Company in writing of any shortages, defects or damage which the IAC claims existed at the time of delivery. Within 14 days after the receipt of such notice, Company will investigate the claim of shortages, defects or damage, inform the IAC of its findings, and deliver to the IAC Products to replace any which Company determines, in its sole discretion, were in short supply, defective or damaged at the time of delivery.
Upon delivery and acceptance of Products, Company may submit to the IAC, the Company’s invoice for those Products. The IAC shall pay each such proper invoice within 14 days after the IAC’s receipt of that invoice. Payment shall be made in Canadian Currency to a bank account to be notified in writing by Company to the IAC.
22. COMMISSIONS EARNED
Unless otherwise stated, Commissions Earned (ACTIVE INCOME) Are clearly stated on the Corporate Website. IACs have agreed to and are bound by the allocation schedule specified in THE PROSPERITY CODE®. IACs are encouraged to TITHE: 10% of all ACTIVE EARNINGS to the Church, Charity or Community Cause of their choice.
Corporate shall withhold 20% of all ACTIVE EARNINGS and direct such to the individual IACs MARKETING ACCOUNT. IACs are encouraged to invest the next 30% into their Individual/Corporate INVESTMENT PORTFOLIOS. IACs are further encouraged to utilize the remaining 40% for their COLA expenses.
23. 90 DAY CHALLENGE
The 90 DAY CHALLENGE® is designed to encourage you to register as an IAC to move from being a WAGE SLAVE to becoming an ENTREPRENEUR. THE CHALLENGE includes our BUISINESS BUILDER FAST-START KIT, WEEKLY TRAINING, MENTORSHIP AND CORPORATE SUPPORT to assist you in your rapid success as a new business owner.
If at the conclusion of the 90 DAY CHALLENGE, you have determined that you do not wish to continue, you may request a full refund of the cost of THE PROSPERITY CODE® Program. Requests must be made in writing and submitted to Corporate. Programs cost will be fully returned less any ACTIVE EARNINGS paid to the IAC requesting cancellation. See our RETURN POLICY for details.
24. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein.
This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized.
Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration to be held in Toronto, Ontario, in accordance with the law in this jurisdiction, and judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof.
Distributor agrees not to disclose or use, except as required in Distributor’s duties, at any time, any information disclosed to or acquired by Distributor during the term of this contract. Distributor agrees that all confidential information shall be deemed to be and shall be treated as a sole and exclusive property of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on [DATE].
By checking this box, you acknowledge that you have read, understand and agree to comply with the Terms and Conditions stated above. This Agreement binds both parties.