EXHIBIT 10.16
_________ THE
RIGHT SOLUTION
on the cutting edge
MASTER DISTRIBUTORSHIP INDONESIA
September 23, 2003
The Right Solution (hereafter referred to as "TRS") wishes to assure itself of
the continued service of Mahakam Beta Forma (hereafter referred to as "MASTER
DISTRIBUTOR") and/or assignee. PARTIES agreed as follows:
TRS TERMS
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1. NO COMPETE - MASTER DISTRIBUTOR agrees that all products introduced
through Mahakam Beta Forma are sole ownership of TRS. Any purchase of these
products and / or similar products from another company will void this
agreement.
2. PURCHASE PRICE - Pricing to MASTER DISTRIBUTORSHIP will be determined
based on monthly volumes of sales and will be agreed to by both parties
once this agreement is finalized. The sale price for the end user will be
at the discretion of the MASTER DISTRIBUTOR as long as it does not exceed
the TRS market pricing internationally.
3. PRIVATE LABELING - TRS will be maintained on all labels and any changes
require written approval by the President of TRS.
4. DISTRIBUTION RIGHTS - MASTER DISTRIBUTOR will maintain the right to have
all sales come through their operations for Indonesia. All sales will
continue to go through MASTER DISTRIBUTOR operations as long as volume is
maintained at the following levels:
a. Minimum of $2,000 per month after first 90 days
b. Minimum of $5,000 per month after a one year period
c. Minimum of $20,000 plus per month after two years
d. Minimum of $100,000 per month after five years
5. COMPENSATION PLAN - MASTER DISTRIBUTOR will be placed at the top of the
marketing plan for Indonesia and all commissions paid under the current plan
will be in effect. In addition, the markup of the cost verses the sales price
agreed to will be given to the MASTER DISTRIBUTOR.
TERMINATION OF AGREEMENT- (a) A "Termination of Agreement" shall be defined as
any one of the following:
1. Willful misconduct or gross neglect of duty by MASTER DISTRIBUTOR.
2. MASTER DISTRIBUTOR will agree to a non-compete clause as it relates to our
products, and material related to TRS. If the MASTER DISTRIBUTOR takes any
of our sales and or business to another provider this agreement will be
null and void.
3. Any public statements made concerning TRS or its affiliates, officers,
directors, or employees shall be submitted for approval in writing to the
President's office. This Agreement is confidential and cannot be shared
with any other person without the written consent of the President.
4. If MASTER DISTRIBUTOR fails to comply with the above obligations, TRS may
cease making all commission payments and extending benefits and may recover
by appropriate action instituted in any court of competent jurisdiction any
severance payments theretofore paid.
5. NOTICES - Written notices required or furnished under this Agreement
shall be sent to the following addresses:
To TRS: The Right Solution
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 00
Xxx Xxxxx, Xxxxxx 00000
To: Xxxx X. Xxxxxxx Mahakam Beta Forma
Notices shall be effective on the first business day following receipt thereof.
Notices sent by mail shall be deemed received on the date of delivery shown on
the return receipt.
6. AMENDMENTS - This Agreement may not be amended or changed, orally or in
writing except by the written agreement of the PARTIES.
7. GOVERNING LAW - This Agreement, and any dispute arising under or relating
to any provision of this Agreement shall be governed by and construed in
accordance with the laws of the State that TRS is registered. All disputes
will be settled through arbitration, which will final and binding to all
parties. An arbitrator will be selected that both parties agree to. Said
arbitration shall be instituted within sixty (60) days of the date that the
dispute arises or the dispute will be invalid.
8. CONFIDENTIALITY - All information provided by either Party to the other
hereunder, including the terms and conditions of this Agreement, shall be
treated by the Party receiving such information as confidential, and shall
not be disclosed by such Party to any party without the prior written
consent of the Party from which the information was obtained. This
obligation of confidentiality shall survive termination of this Agreement.
9. SEVERALBILITY - If any or more of the provisions contained in this
Agreement are held to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
10. PREVIOUS AGREEMENTS - This Agreement, once executed by the PARTIES, will
replace and supersede any and all previous employment agreements, either
written or verbal, between the PARTIES.
11. CAPTIONS - All Section titles or captions contained in this Agreement are
for convenience only and shall not be deemed as part of this Agreement.
The PARTIES hereto have executed this Agreement as of the date September 23,
2003. This agreement will be self renewing unless either party sends
cancellation notice in writing.
THE RIGHT SOLUTION
By: _________________________________ Date ____________
Xxxxxxx X. Xxxxxx
PRESIDENT / CEO
MASTER DISTRIBUTOR MAHAKAM BETA FORMA
By: _________________________________ Date ____________
XXXX X. XXXXXXX / GENERAL MANAGER
