FORM OF VENDOR AGREEMENT
VENDOR AGREEMENT
THIS VENDOR AGREEMENT (hereinafter "Agreement") is made and entered into between
Go Xx-xxxx.xxx, its assigns, and successors (hereinafter "Go On-line") and
_________, its assigns, and successors (hereinafter "Vendor"), on this ___th day
of ________. Each of Go On-line and Vendor shall be referred to as a "Party"
and collectively as the "Parties."
RECITALS
WHEREAS, Go On-line is in the business of marketing and selling, via the
Internet, goods and products directly to consumers;
WHEREAS, Vendor maintains an inventory of goods and products and has the ability
to ship said goods and products directly to consumers;
WHEREAS, the Parties desire to enter into an agreement whereby Vendor will allow
and assist Go On-line in selling its goods and products on Go On-line's web
site, and Vendor will drop ship the goods and products directly to the
purchaser, in accordance with the terms and conditions hereof.
NOW, THEREFORE, the Parties hereto agree as follows:
1. Appointment of Go On-line. Effective upon execution of this
Agreement, Vendor grants to Go On-line the non-exclusive right to market and
sell all goods and products to which the Parties mutually and from time to time
agree (the "Products") may be sold through Go On-line's Internet web site or
through any other means in which Go On-line may obtain orders for said Products.
Go On-line will have the unrestricted right to market the Products in any method
or manner, at its sole discretion. The Parties agree that on a periodic basis
they will review and update the available Products subject to this Agreement.
2. Notifications. Immediately upon the receipt of an order for any
particular product, Go On-line will notify Vendor via email, or any other agreed
upon method of notification, of said sale (the "Sale Notification"). Within
forty eight (48) hours of receipt of the Sale Notification, Vendor will either
(i) ship the specified Product directly to the purchaser in accordance with
instructions received from Go On-line, and notify Go On-line via email or any
other agreed upon method of notification of the exact date of said shipment (the
"Shipment Notification"), or (ii) notify Go On-line of the status of shipment of
the specified Product, including the date when it is anticipated that the
specified Product will be shipped to the purchaser, and subsequently provide Go
On-line with Shipment Notification within twenty four (24) hours of shipment.
3. Shipping. Go On-line will be responsible for all shipping charges arising
out of this Agreement due to product sales on their web site, and may charge the
purchaser for shipping charges, including a reasonable xxxx up. Vendor will have
available at least two (2) shipping options, namely Ground Shipping and Express
Overnight. Shipping products to Go Xx-Xxxx.xxx for video production will be
covered by Vendor. This includes shipping the product to Go Xx-Xxxx.xxx and to
return the product to Vendor' site.
4. Product Profit Margin and Pricing. The Parties shall periodically review
and mutually agree upon the profit margin for each Product.
5. Payment. Go On-line will be responsible for processing the customer's
payment and will collect the purchase price from the purchaser upon receipt of
the Shipment Notification. Vendor will send Go Xx-Xxxx.xxx an invoice detailing
products shipped and shipping expenses incurred. Go On-line will forward payment
to Vendor within ten (10) business days of receipt of the invoice, minus any
credited returns as set forth in Section 6 hereof. Vendor will send an invoice
every ten (10) business days. Go On-line will be responsible for applying and
collecting any applicable sales tax
6. Returns. Go On-line will communicate with the purchaser regarding
complaints and returns, and will receive any and all returns from the purchaser.
Although subject to change by Go On-line, it is anticipated that their return
policy will allow purchasers up to thirty (30) days to return Product. Products
deemed to be defective by Go On-line will be returned to Vendor, and a credit
for the net cost of the Product will be applied to the next payment due to
Vendor in accordance with Section 5 hereof. Only Products that are in
re-sellable condition (i.e. the box is intact and the product not used) shall be
returned to Vendor. Any Products returned to Go On-line that is not in a
re-sellable condition shall not be eligible for a return credit and shall be the
property of Go On-line.
7. Nonsolicitation. Each of the Parties hereto, their officers, directors,
and employees, acknowledge that each Parties relationships with its employees,
customers, clients, suppliers, sponsors and other persons are valuable business
assets. The Parties hereto agree that they shall not, and their officers,
directors, agents, and employees shall not, directly or indirectly, attempt to
solicit or otherwise communicate with the other Party's suppliers, customers,
clients, sponsors, or employees without the written consent of the affected
Party.
8. Trademarks. This Agreement shall not entitle either Party to the use of
the other Party's trademarks and other intellectual property without the written
consent of the affected Party.
9. Press Releases and Other Marketing Materials. Either Party to this
agreement must obtain approval for any and all press releases, advertisements,
or any other marketing materials related to the Products, this Agreement, or the
transactions contemplated herein, prior to dissemination.
10. Relationship of Parties. Vendor's relationship to Go On-line hereunder shall
be that of an independent vendor. Neither party shall be deemed to be the agent
of the other, and neither shall have the authority to act on behalf of the other
party except in the matter and extent agreed to in writing. Nothing contained in
this Agreement shall be construed to imply that Vendor or Go On-line, or any
employee, agent or other authorized representative of any such party, is a
partner, joint venturer, agent officer or employee of the other. Neither party
hereto shall have any authority to bind the other in any respect vis a vis any
third party, it being intended that each shall remain an independent contractor
and responsible only for its own actions. Vendor and Go On-line are independent
contractors, each responsible for its own actions, costs and expenses. Neither
Vendor nor Go On-line shall have any right to, and shall not, commit the other
party to any agreement, contract, or undertaking or waive or compromise any of
such other party's rights against customers or other parties.
11. Taxes. Go On-line is not responsible for any taxes, unemployment
insurance, insurance, Social Security, or any local, state, or federal fees
and/or taxes incurred by Vendor, its agents or employees. Vendor is responsible
for all state, local, and federal taxes and fees on all monies paid to Vendor by
Go On-line. Conversely, Go On-line shall be responsible for all applicable
state, federal, and local taxes and fees on all monies paid to Go On-line by its
purchasers.
12. Confidential Information. The Parties hereby acknowledges and
agrees that all information disclosed by either Party, whether written or oral,
relating to their business activities, customer names, addresses, all operating
plans, information relating to existing services, new or envisioned products or
services and the development thereof, scientific, engineering, or technical
information, marketing or product promotional material, including brochures,
product literature, plan sheets, and any and all reports generated to customers,
unpublished list of names, and all information relating to order processing,
pricing, cost and quotations, and any and all information relating to either
Party's relationship with customers, is considered confidential information, and
is proprietary to, and is considered the invaluable trade secret of the holding
party (collectively "Confidential Information"). Any disclosure of any
Confidential Information by either Party, its employees, agents or
representatives shall cause immediate, substantial, and irreparable harm and
loss to the affected Party, and their competitive position in the marketplace.
Each Party desires to keep such Confidential Information in the strictest
confidence, and each Party's agreement to do so is a continuing condition of the
receipt and possession of Confidential Information, and a material provision of
this Agreement, and a condition that shall survive the termination of this
Agreement. Consequently, each Party shall use Confidential Information for the
sole purpose of performing its obligations as provided herein. Accordingly, each
party agrees:
A. not to disclose Confidential Information to future or existing
competitors;
B. to limit dissemination of Confidential Information to only those
employees who have a need to know such Confidential Information in order perform
their duties as set forth herein;
C. to return Confidential Information, including all copies and records
thereof, to the respective Party upon request or termination of the Agreement
as provided herein, whichever occurs first.
13. Term and Termination. This Agreement shall be for an initial term
of 12 months. Either Party may terminate this Agreement at any time upon thirty
(30) days written notice given by the terminating party. Notwithstanding the
above, if either Party defaults in the performance of any material obligation in
this Agreement, then the non-defaulting party may give written notice to the
defaulting party, and if such default is not cured within ten (10) days
following such notice, the non-defaulting party shall be entitled to terminate
this Agreement. All previous obligations must be honored, including payments and
credits due to either party.
14. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the Parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any Party hereto which is not embodied in this Agreement or the
written statements, certificates, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set forth.
15. Notices. All notices provided for in this Agreement shall be in
writing signed by the party giving such notice, and delivered personally or sent
by overnight courier or messenger or sent by registered or certified mail (air
mail if overseas), return receipt requested, car by telex, facsimile
transmission, telegram or similar means of communication. Notices shall be
deemed to have been received on the date of personal delivery, telex, facsimile
transmission, telegram or similar means of communication, or if sent by
overnight courier or messenger, shall be deemed to have been received on the
next delivery day after deposit with the courier or messenger, or if sent by
certified or registered mail, return receipt requested, shall be deemed to have
been received on the third business day after the date of mailing. Notices shall
be sent to the addresses set forth below:
If to Go On-line:
Go Xx-xxxx.xxx
00 Xxxx Xxxxxx, Xxxxx #000
Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Facsimile (000) 000-0000
If to Vendor:
16. Choice of Law. This Agreement and the rights of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
California including all matters of construction, validity, performance, and
enforcement and without giving effect to the principles of conflict of laws.
17. Jurisdiction. The parties submit to the jurisdiction of the Courts of
the State of California or a Federal Court empanelled in the State of California
for the resolution of all legal disputes arising under the terms of this
Agreement, including, but not limited to, enforcement of any arbitration award.
18. Venue. The parties hereto hereby consent to the venue and jurisdiction
of the Superior Court of the State of California, Orange County, Central
District and waive all defenses of improper venue or jurisdiction.
19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
20. Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified, or supplemented only by a written agreement signed by
all of the parties hereto.
21. Titles and Captions. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor affect the interpretation of this Agreement.
22. Pronouns and Plurals. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.
23. Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
24. Presumption. This Agreement or any Section thereof shall not be
construed against any party due to the fact that said Agreement or any Section
thereof was drafted by said party.
25. Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purpose of the Agreement.
26. Parties in Interest. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
27. Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected thereby.
28. Severability. Should any provision or any part of this agreement be
held unenforceable by any court or arbitrator, then the remainder of the
agreement shall be given full force and effect and the invalid provision shall
be deemed severed from this agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.
Go Xx-xxxx.xxx Vendor
By: Xxxxx Xxxxxxxx By:
Its: President Its: Owner
