EXHIBIT 10.2
MASTER BROKER AGREEMENT
This MASTER BROKER AGREEMENT ("Agreement") is made as of the 1st day of
December, 1993 by and between Ocurest Laboratories, Inc., a Florida corporation
(hereinafter called "OLI") and Xxxxxx Associates, Inc., a New York corporation
(hereinafter called "MAI")
WHEREAS, OLI believes it is in its best interest to retain MAI as OLI's
exclusive master broker, and MAI desires to be retained by OLI as its exclusive
master broker; and
WHEREAS, the parties desire to set forth the terms and conditions on
which MAI shall be retained by and provide its services to OLI;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereby agree as follows:
1. RETENTION: OLI hereby retains MAI as OLI's exclusive master broker
and MAI hereby accepts such retention, all upon the terms and conditions
hereinafter set forth.
2. TERM: Unless sooner terminated pursuant to the provisions of this
Agreement, the initial term shall be for a period of three years, commencing
January 1, 1994. Such period shall be extended automatically for successive
one-year terms thereafter, unless either OLI or MAI terminates the Agreement
upon ninety (90) days prior written notice.
3. SERVICES: MAI agrees to perform master broker services related to
the sale, distribution and merchandising of Ocurest Eyecare Products
("Products") through third-party sales brokers and manufacturer representatives
("Representatives") to customer accounts for all classes of trade in the United
States. Such services shall be performed on a best efforts basis and include,
but not necessarily be limited to, the following:
(a) MAI shall solicit and select Representatives to represent
OLI in the sale, distribution and merchandising of Products to customer accounts
authorized by OLI within territorial boundaries designated by OLI.
(b) MAI shall negotiate and facilitate the closing of a contract
between OLI and each individual Representative, subject to terms and conditions
which are acceptable to OLI in its sole discretion.
(c) MAI shall manage the relationship and all communications
between OLI and each individual Representative, consistent with the objectives
and policies of OLI.
(d) MAI shall periodically evaluate the performance of each
individual Representative and advise OLI of its findings and recommendations.
4. COMPENSATION: MAI shall enter into a compensation agreement with each
Representative retained by OLI, wherein MAI shall be entitled to receive a
master broker commission from each Representative equal to ten percent (10.0%)
of all commissions earned by the Representative on invoiced net sales of OLI
Products. Such commissions earned by Representatives will be pursuant to the
provisions of a contract between OLI and each Representative.
5. TERMINATION: Commencing one year from the date hereof, either party
shall be entitled to terminate this Agreement at any time or for any reason
upon ninety (90) days prior written notice to the other. In the event of such
termination:
(a) MAI agrees to notify each Representative that the
compensation agreement specified in paragraph 4 will be terminated as of the
date this Agreement is terminated.
(b) MAI shall be entitled to receive its master broker
commission on commissions earned by all Representatives on invoiced net sales
through the date this Agreement is terminated.
(c) During the 90-day notification period, OLI shall be
entitled at its election to deal directly or indirectly with each Representative
provided, however, that such election shall not waive MAI's right to collect its
master broker commission from each Representative through the termination date
of this agreement.
6. INDEMNIFICATION: MAI hereby irrevocably agrees to idemnify OLI and
hold it harmless from and against any loss, cost or damage arising from (a) a
failure or alleged failure of MAI to make payment to or otherwise fulfill its
obligations to any other party or (b) a misrepresentation or alleged
misrepresentation made by or on behalf of MAI to any other party with respect to
OLI or any of its products.
7. NOTICES: All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered if delivered personally or delivered by facsimile
transmission or as of the date mailed by registered or certified mail (postage
prepaid, return receipt requested) to the parties at the following addresses (or
at such other address for a party as shall be specified by like notice, except
that notices of changes of address shall be effective upon receipt):
(a) Ocurest Laboratories, Inc.
0000 XXX Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
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(b) Xxxxxx Associates, Inc.
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx-xx-xxx-Xxxxxx, Xxx Xxxx 00000
8. BINDING AGREEMENT: All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties and their respective administrators, executors, legal representatives,
successors and assigns.
9. ASSIGNMENTS: Neither party shall assign its rights and/or obligations
hereunder without the prior written consent of the other.
10. VENUE AND JURISDICTION: Each of the parties hereto hereby consents
to the exclusive jurisdiction and venue of the courts of the State of Florida
located in Palm Beach County, Florida and the United States District Court in
and for the Southern District of Florida with respect to any matter relating to
this Agreement and the performance of the parties' obligations hereunder, and
each of the parties hereto hereby further consents to the personal jurisdiction
of such courts. Any action suit or proceeding brought by and or on behalf of
either of the parties hereto relating to such matters shall be commenced,
pursued, defended and resolved only in such courts and any appropriate appellate
court having jurisdiction to hear an appeal from any judgment entered in such
courts. The parties hereby agree that service of process may be made in any
manner permitted by the rules of such courts and the laws of the State of
Florida.
11. INVALIDITY OF PROVISIONS: If any provision hereof shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding or
action shall be strictly construed and shall not affect the validity or effect
of any other provision hereof.
12. GENERAL PROVISIONS
(a) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(b) This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
13. ENTIRE AGREEMENT: This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. This Agreement may be
modified, amended or otherwise changed only with and by the mutual written
consent of both parties.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written.
OCUREST LABORATORIES, INC. XXXXXX ASSOCIATES, INC.
By: /s/ XXXXXX X. XXXXXX, XX. /s/ XXXXXX XXXXXX
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Xxxxxx X. Xxxxxx, Xx. Xxxxxx Xxxxxx
President President
