EXHIBIT 10.8
[AES LOGO]
EXCLUSIVE REPRESENTATION AGREEMENT
This Agreement made and entered into as of the 4th day of Jan 2001
BETWEEN
GREEN OASIS ENVIRONMENTAL, INC.
000 Xxxx Xxx Xxxxxx Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
(hereinafter called "GOE"
AND
AMERICAN ENERGY SERVICES, INC.
0000 Xxxxxxxx Xxxxxx
X.X. Xxx 00000
Xxxxxxx, XX 00000 XXX
(hereinafter called "REPRESENTATIVE")
RECITALS
1. GOE, Manufactures, Fabricates and/or sells certain types of e1quipment,
more particularly described in Exhibit "A" ("Products")
2. REPRESENTATIVE desires to act as the commercial representative for GOE in
connection with the sale of Products for the particular project, customer,
or territory indicated below.
3. GOE desires to appoint REPRESENTATIVE as its exclusive representative, for
the project, customer, or territory indicated below.
AGREEMENTS
1. GOE hereby appoints REPRESENTATIVE to be the exclusive commercial
representative of GOE, which appointment is exclusive to the sale of
PRODUCTS or services for use in connection with the following project,
and/or customer, and/or territory MEXICO.
2. REPRESENTATIVE accepts such appointment for the listed purpose stated
above, and agrees to use its very best efforts to promote sale of said
product and/or services. In addition, REPRESENTATIVE shall provide GOE with
a report, which shall be generated every 45 days, tracking tenders and
projects in the region represented. This report shall be on the "45 PRF -
FORM" (which will be supplied with the Representation agreement Package
upon return of signed originals) and must reach GOE no later than 3
business days after the 45 days have transpired.
3. REPRESENTATIVE shall solicit inquires and orders for PRODUCTS for the
project, and/or customer, and/or territory indicated above. The
REPRESENTATIVE shall promptly send or designate all such inquires and
orders to GOE in English. REPRESENTATIVE shall provide translation as
necessary.
4. REPRESENTATIVE agrees to make every effort to register GOE' products and
include GOE' products on the Approved Vendor's List files of the respective
end-users. The approval may be accomplished by way of official notice from
recognizable private sector, clients, and/or appropriate Government Energy
companies, or by the receipt and quotation by GOE of official international
tenders directed to GOE by the authorized
1
purchasing department of referred private companies or Government Entities.
In this regard REPRESENTATIVE agrees to provide GOE within sixty (60) days
of commencement of this agreement, a comprehensive target list of companies
or Government Agencies it will solicit for the sale of GOE products.
5. GOE will provide sales and engineering materials to REPRESENTATIVE
designated personnel and REPRESENTATIVE would co-ordinate, set up and
provide in-country monitoring of value related commercial activity.
6. REPRESENTATIVE agrees to make available to GOE its local staff when and if
appropriate, in a better effort to service the GOE account.
7. REPRESENTATIVE shall do everything within its power to assure GOE of timely
payments from clients.
8. REPRESENTATIVE shall perform such other duties as may be required to
successfully obtain purchase of the PRODUCT and/or services.
9. GOE agrees to pay REPRESENTATIVE a commission, in U.S. DOLLARS equal to the
percentage of the PRODUCT sale, as set forth in EXHIBIT "A", commission to
be payable to the REPRESENTATIVE. Project contractual commercial terms will
determine method of payment to REPRESENTATIVE. Commissions will be
available to REPRESENTATIVE after full payment to GOE is received from
above mentioned company and/or end-user.
10. REPRESENTATIVE is an independent contractor and is not an agent of GOE and
will have no power to bind, obligate, or commit GOE.
11. This agreement automatically terminates eighteen (18) months from the date
set forth above. This agreement may be terminated by either party, at any
time, upon thirty (30) days prior written notice to the other, sent to the
address indicated above, or to such other address as may be hereinafter
designated in writing. Such termination shall not affect the rights and
obligations of the parties which have accrued or become fixed prior to the
effective termination above unless breach of contract has occurred. If an
order for PRODUCT is received by GOE within thirty (30) days of such
termination, commission is payable to the REPRESENTATIVE. After such thirty
(30) day period, no further obligation exists under this agreement.
12. GOE agrees to grant AES THE RIGHT OF FIRST REFUSAL on any products used on
GOE contracts in the territory of Mexico that are either manufactured by
AES or represented by any of its acquisitioned companies.
13. This agreement will be interpreted in all respects in accordance with the
laws to the State of Texas and the United States.
14. This agreement is not assignable without prior written agreement between
both parties.
Executed by the parties in triplicate original copies as of the date set forth
above.
GREEN OASIS ENVIRONMENTAL, INC. REPRESENTATIVE
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Name: Xxx X. Xxxxxxx
Title: 1-4-2001 Title: President AES
1-6-2001
2
EXHIBIT "A" ("PRODUCTS")
GOE PRODUCTS COVERED BY THIS AGREEMENT ARE:
PRODUCT/SERVICES DESCRIPTION
COMMISSIONS
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CONTRACT VALUES FOR ENVIROECONOMICS(TM) SYSTEM
SHALL VARY COMMISSIONS OF 10%
Notes:
1. Commissions to be calculated on contract values.
2. Commissions shall reflect any liquidated damages incurred during the
project and shall be itemized as such for REPRESENTATIVE.
3. This signed representation agreement is in lieu of all other agreements,
either expressed or implied.
GREEN OASIS ENVIRONMENTAL, INC. REPRESENTATIVE
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxxx Name: Xxx X. Xxxxxxx
Title: PRESIDENT Title: President AES
Date: 1-4-2001 1-6-2001
