MANUFACTURER REPRESENTATION TERMINATION AGREEMENT
THIS MANUFACTURER REPRESENTATION TERMINATION AGREEMENT (the "Agreement"),
entered into as of this _______ day of __________________, 1998, and effective
as of the 1st day of August, 1998, by and between CONVERSION TECHNOLOGIES
INTERNATIONAL, INC., a company organized and existing under the laws of the
State of Delaware, with principal offices at 0000 Xxxx Xxx. Xxxxx, Xxxxx 000,
Xxxxxx Xxxx, Xxxxxxx 00000, facsimile number (000) 000-0000 (hereinafter the
"Company") and ENGINEERED PRODUCTS SALES ASSOCIATES, a company organized and
existing under the laws of the State of Pennsylvania, with principal offices at
000 Xxxxxx Xxx, Xxxx Xxxx, Xxxxxxx 00000, facsimile number (000) 000-0000
(hereinafter "Representative").
WITNESSETH
WHEREAS, the Company and the Representative have entered into a
Manufacturer Representation Agreement dated January 1, 1998 (the "Contract") for
the purpose of retaining the Representative, on a nonexclusive basis, as the
Company's independent marketing and sales representative for certain products;
and
WHEREAS, the Company and the Representative now mutually desire to
terminate the Contract in accordance with the terms and conditions set forth in
the Contract, except as such are modified and amended in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:
1. TERMINATION OF THE CONTRACT. In accordance with Section 15(a) of the
Contract, the parties hereby modify and amend the Contract with respect to the
termination provisions of Section 11 and the compensation provisions of Section
8 as follows:
(a) Termination on a Date Certain. The Contract shall terminate, by
mutual consent and agreement, at 5:01 p.m. on Friday, July 31, 1998 (the
"Termination Date").
(b) Effect of Termination on the Representative's Compensation.
(i) The Company shall continue to pay to Representative
compensation in accordance with the provisions of Sections 8 and 11 (d) for a
period of not more than 90 days after the Termination Date.
(ii) Section 8 (b)(i) shall be amended and modified by the
addition of the following sentence to the end of the paragraph, "If there is no
subsequent commission due to the Representative from which to deduct such
amounts, then, upon written request by the Company, the Representative shall pay
to the Company such amount no later than thirty (30) days following the
Representative's receipt of the Company's demand for payment."
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(iii) For the purposes of clarification the phrase "date of
termination" contained in the Contract shall mean the Termination Date, as
defined above.
2. ACKNOWLEDGEMENT OF CONTINUING OBLIGATIONS OF CONFIDENTIALITY AND
NON-COMPETITION. In accordance with Section 5 (f) and 5 (g) setting forth the
Representative's obligations with respect to Confidential Information and
Non-Competition and Non-Solicitation, respectively, the parties hereby reaffirm
and acknowledge their continuing obligations as set forth therein.
3. EFFECT OF THIS AGREEMENT ON THE CONTRACT. Except as modified or amended
herein, the remainder of the Contract shall continue in full force and effect
and in accordance with its terms. In the event of a conflict between this
Agreement and the Contract, the provisions of this Agreement shall control.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date and year first above written, by their respective authorized
officers.
WITNESSES: "Company"
CONVERSION TECHNOLOGIES
INTERNATIONAL, INC., a Delaware
corporation
____________________________
____________________________________
By: ________________________________
Its:________________________________
"Representative"
ENGINEERED PRODUCTS SALES
ASSOCIATES, a ______________ company
____________________________ ____________________________________
By: ________________________________
Its:________________________________
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XXXXXXX & XXXXXXX, LLC
0000 XXXXXXX XXXXXXXX
XXXXXXXXXX, XXXXXXXXXXXX 00000
TELEPHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
XXXXXX X. XXXXXXX
(000) 000-0000
October 21, 1998
Mr. Xxxxx Xxxx
Conversion Technologies International, Inc.
0000 X.X. 00xx Xxxxxxx
Xxxx Xxxxx, XX 00000
RE: Engineered Products Sales Associates
Dear Xx. Xxxx:
Please be advised that this firm represents Engineered Products
Sales Associates ("EPSA") in conjunction with its relationship with Conversion
Technologies International, Inc. ("CTI"). As you are likely aware, EPSA has not
received approximately $10,000 in commissions which it is owed by CTI. Such
commissions are well past due. Failure to pay these sums constitutes a material
breach of CTI's continuing obligations to EPSA pursuant to the Manufacturer
Representative Agreement between these parties, which was terminated by CTI,
effective August 1,1998. Therefore, if CTI fails to fully satisfy its
outstanding payment obligations to EPSA on or before October 30, 1998, EPSA's
obligations to CTI will be null and void and of no force or effect.
Should you have any questions or concerns regarding the foregoing,
please feel free to call me.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx
SMR/tal
cc: Xxxx Xxxx
www. xxxxxxx-xxxxxxx.xxx e-mail: xxxxxx@xxxxxxx-xxxxxxx.xxx
