Exhibit 10.12
DISTRIBUTOR AGREEMENT
THIS DISTRIBUTOR AGREEMENT (the "Agreement") is made and entered into this
____ day of ______________, _____, (the "Effective Date") by and between
Bentonite Performance Minerals, a product and service line of HALLIBURTON ENERGY
SERVICES, INC., a Delaware Corporation (herein referred to as "COMPANY"), having
an address of 000 00xx xxxxxx xxxxx 000, Xxxxxx, XX, 00000 and American Soil
Technologies, Inc a Nevada Corporation (herein referred to as "DISTRIBUTOR"),
having an address of 000 Xxxxx Xxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, Xx 00000.
W I T N E S S E T H:
WHEREAS, DISTRIBUTOR is engaged in business in the "Territory" as defined
in Schedule "A" attached hereto and made a part hereof; and
WHEREAS, COMPANY is engaged in the manufacture, sale and distribution of
"Baraclear P80" hereafter defined as "Company Product(s)" as defined in Schedule
"B" attached hereto and made a part hereof; and
WHEREAS, COMPANY desires to appoint a distributor for COMPANY Products; and
WHEREAS, DISTRIBUTOR desire to purchase, maintain a stock of and resell
COMPANY Products for DISTRIBUTOR'S own account;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings
set forth herein and in the Schedules attached hereto, the parties agree as
follows:
1. APPOINTMENT, TERRITORY AND DIRECT SALES
1.1 COMPANY hereby appoints DISTRIBUTOR under the terms of this
Agreement as a non-exclusive authorized distributor of COMPANY
Products in the Territory as to the Agriculture and Aquaculture
industries and an exclusive DISTRIBUTOR as to the specific
customers set forth in Schedule "A" which will from time to time
be increased upon written agreement of both Parties, with the
authority to purchase and resell COMPANY Products in its own name
and for its own risk, expense and account. Aquaculture as used
herein shall mean the science and business of cultivating aquatic
animals and plants in fresh or marine waters. DISTRIBUTOR shall
not make resales of COMPANY Products outside the Territory
without first obtaining COMPANY'S written consent.
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1.2 DISTRIBUTOR accepts such appointment as an authorized distributor
and agrees to employ its best efforts to promote and exploit the
sale of and goodwill associated with COMPANY Products in the
Territory and to provide the highest quality of service to users
of COMPANY Products within the Territory.
1.3 COMPANY reserves the right to send technical or sales personnel
to any location inside or outside the Territory to contact
potential customers, soliciting business, making or completing
any sale and promoting the sale of COMPANY Products. In such
cases, DISTRIBUTOR will not be entitled to any compensation,
unless specifically agreed in writing between the parties before
the sale takes place. COMPANY will use its best efforts to notify
DISTRIBUTOR of COMPANY'S activities and shall not contact
DISTRIBUTOR'S specific customers set forth in Schedule "A" during
the term of this contract or for a period of eighteen (18) months
after termination of this Agreement.
1.4 Except with COMPANY'S prior written consent, DISTRIBUTOR shall
not, directly or indirectly, act or perform as a distributor or
agent for any non- COMPANY Product to be sold or resold within
the Territory, which non-COMPANY Product is the same as or
substantially similar to COMPANY Products.
1.5 COMPANY shall promptly notify DISTRIBUTOR in the event that
problems with delivery, which may substantially impact delivery
schedules, are experienced. In the event COMPANY cannot within a
reasonable time frame supply COMPANY Products as required by
DISTRIBUTOR, DISTRIBUTOR shall have the right to purchase
products elsewhere provided DISTRIBUTOR notifies COMPANY in
writing at least five working days prior to the purchase.
DISTRIBUTOR shall at all times bear the risk of loss for the
COMPANY Products from COMPANY'S facilities to their ultimate
destination.
2. ORDERS AND PAYMENTS
2.1 COMPANY will provide DISTRIBUTOR with quotations on COMPANY
Products, accept orders for COMPANY Products and make shipments
as requested by DISTRIBUTOR; provided, however, COMPANY shall not
be liable to DISTRIBUTOR in any way for its failure to do so and
DISTRIBUTOR'S only remedy for any such failure shall be to
terminate this Agreement as provided in Section 15.1 below.
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2.2 DISTRIBUTOR will pay promptly on the due date all sums invoiced
and due without making deductions of any kind other than as
expressly authorized by COMPANY. No COMPANY Products shall be
returned without the written consent of COMPANY. COMPANY may,
without notice to DISTRIBUTOR, set limits on the credit
outstanding at anytime with DISTRIBUTOR. Interest shall be
charged on a past due account at the rate of one and one-half
percent (1 1/2%) per month or the maximum rate allowed by law,
whichever is less. In addition, DISTRIBUTOR agrees to pay to
COMPANY all reasonable fees and court costs if its account is
placed in the hands of an agency or attorney for collection.
2.3 The provisions of the Terms and Conditions of Sale employed by
COMPANY or its subsidiaries in connection with orders shall be
binding on the DISTRIBUTOR and, in the case of conflict, shall
prevail over the provisions of this Agreement or any terms of
purchase of the DISTRIBUTOR. DISTRIBUTOR shall pay promptly, on
the due date, all sums due without making deductions of any kind
other than as expressly authorized by COMPANY.
3. GENERAL
3.1 All expenses incurred by DISTRIBUTOR in the normal course of
business shall be borne by DISTRIBUTOR without reimbursement by
COMPANY.
3.2 From time to time, COMPANY shall provide DISTRIBUTOR with
information and/or instructions relative to sales of COMPANY
Products and related matters. The information and/or instructions
provided by COMPANY are for DISTRIBUTOR'S information only and
may be relied upon or rejected by DISTRIBUTOR at its own risk. In
any event, none of such information or instructions may or will
be construed to modify or supersede any of the provisions of this
Agreement.
4. FACILITIES AND RELATED MATTERS
4.1 DISTRIBUTOR will maintain at the Territory specified in Schedule
"A", personnel, facilities and equipment necessary for performing
its obligations hereunder, particularly to effectively promote
sales of COMPANY Products within the Territory.
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4.2 COMPANY shall have the right from time to time, with proper
notice and during normal business hours, to conduct reasonable
inspections of DISTRIBUTOR'S facilities and records pertinent to
the handling of COMPANY Products to assure that satisfactory
standards are maintained.
4.3 DISTRIBUTOR agrees, where practical, to keep accurate records for
COMPANY Products and timely submit to COMPANY upon request,
copies of such records.
5. DISTRIBUTOR PRICES
5.1 On purchases by DISTRIBUTOR from COMPANY hereunder for resale to
DISTRIBUTOR'S customers, DISTRIBUTOR shall be invoiced, from the
then current DISTRIBUTOR list prices of COMPANY Products which
are set forth in Schedule "B", subject, however, to change, as
provided for in Section 15.3 below.
5.2 Nothing in this Agreement shall be construed as restricting
DISTRIBUTOR'S freedom to set its own resale price including but
not limited to the availability of COMPANY warehouses in specific
areas.
6. STOCK
6.1 COMPANY reserves the right to apportion its available production
of the COMPANY Products among its customers, should conditions
warrant such measures.
6.2 COMPANY reserves the right to modify or discontinue, at any time,
the manufacture of any of the COMPANY Products.
7. WARRANTY, INDEMNITY AND LIMITATION OF LIABILITY
7.1 COMPANY warrants that the COMPANY Products will be free from
defects in materials and workmanship and will conform to
published specifications. Any claim for failure to conform must
be made immediately upon discovery, but in any event, within
sixty (60) days following delivery of COMPANY Products to
DISTRIBUTOR. Upon submission of a claim, COMPANY shall, at its
option, (1) either replace the nonconforming COMPANY Products, or
(2) refund an equitable portion of the purchase price
attributable to such nonconforming COMPANY Products. THE
FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES OF EVERY
KIND AND CHARACTER, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
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FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE
LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSS
OR DAMAGE, WHETHER IN CONTRACT, IN TORT, BREACH OF WARRANTY,
STRICT LIABILITY OR OTHERWISE. Any alteration, misuse of the
COMPANY Products, or the improper application thereof by
DISTRIBUTOR, their customers, or agents shall void the warranty
made herein.
7.1.a DISTRIBUTOR shall have no authority to make any representation or
warranty, written or oral, on behalf of COMPANY that would modify
or extend the warranty above.
7.2 DISTRIBUTOR hereby agrees to indemnify, defend and hold COMPANY
harmless from and against the consequences of any acts or
omissions by DISTRIBUTOR in connection with the sale, delivery
and distribution of COMPANY Products and against all liabilities
and obligations by buyers from DISTRIBUTOR which are in addition
to or in excess of COMPANY'S obligations and liabilities to
DISTRIBUTOR hereunder. This indemnity provision and those of
Section 10 below shall survive any termination of this Agreement.
7.3 COMPANY hereby agrees to indemnify, defend and hold DISTRIBUTOR
harmless from and against the consequences of any acts or
omissions by COMPANY in connection with the sale, delivery and
distribution of COMPANY Products and against all liabilities and
obligations by buyers from COMPANY which are in addition to or in
excess of DISTRIBUTOR'S obligations and liabilities to COMPANY
hereunder. This indemnity provision and those of Section 10 below
shall survive any termination of this Agreement.
8. INSURANCE
8.1 If requested by COMPANY, DISTRIBUTOR shall obtain fire and
extended coverage insurance covering all COMPANY Products in
DISTRIBUTOR'S possession or under DISTRIBUTOR'S control for which
payment has not yet been made to COMPANY. Such insurance shall be
with reputable companies acceptable to COMPANY in an amount not
less than the cost to DISTRIBUTOR of such COMPANY Product, and
COMPANY shall be named as an additional insured to the extent of
the unpaid purchase price of such products.
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8.2 As long as this Agreement is in effect, DISTRIBUTOR shall
maintain comprehensive general liability insurance with limits of
liability of not less than One Million Dollars ($1,000,000.00)
for each occurrence, for personal injury and/or death of
person(s) and One Million Dollars ($1,000,000.00), for each
occurrence, of property damage. All such insurance shall name
COMPANY as an additional insured and shall be with an insurer
that is acceptable to COMPANY. Any deductible under such
insurance shall be for the account of DISTRIBUTOR. DISTRIBUTOR
shall deliver to COMPANY a Certificate of Insurance issued by the
insurer as evidence of the insurance coverage stated above, and
shall further provide that the insurance will not be modified or
canceled except after thirty (30) days' written notice to
COMPANY. Such insurance coverage shall be endorsed to
specifically cover the obligations, including the indemnity, of
DISTRIBUTOR to COMPANY under Section 7.2 above and Section 10
below.
8.3 As long as this Agreement is in effect, COMPANY shall maintain
comprehensive general liability insurance with limits of
liability of not less than One Million Dollars ($1,000,000.00)
for each occurrence, for personal injury and/or death of
person(s) and One Million Dollars ($1,000,000.00), for each
occurrence, of property damage. All such insurance shall name
DISTRIBUTOR as an additional insured (but only with respect to
and to the extent of the specific liabilities assumed by COMPANY
under the Agreement) and shall be with an insurer that is
acceptable to DISTRIBUTOR. Any deductible under such insurance
shall be for the account of COMPANY. COMPANY shall deliver to
DISTRIBUTOR a Certificate of Insurance issued by the insurer as
evidence of the insurance coverage stated above, and shall
further provide that the insurance will not be modified or
canceled except after thirty (30) days' written notice to
DISTRIBUTOR. Such insurance coverage shall be endorsed to
specifically cover the obligations, including the indemnity, of
COMPANY to DISTRIBUTOR under Section 7.3.
9. USE OF TRADE NAMES AND TRADEMARKS
9.1 DISTRIBUTOR has no authority to use the name of or trademarks of
COMPANY in any manner whatsoever, except for the express purpose
of the subject matter of this Agreement. Such use by DISTRIBUTOR
shall, in any event, terminate immediately upon any termination
of this Agreement.
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9.2 DISTRIBUTOR agrees that it does not have and shall not acquire
any rights in the trademarks or trade names of COMPANY, its
parent, or its affiliates or subsidiaries.
9.3 Specimen copies on any stationery, product literature and
advertising relating to COMPANY Products and used by DISTRIBUTOR
shall, upon COMPANY'S request, be forwarded to COMPANY for its
written approval and shall not be used if disapproved by COMPANY.
10. NO AGENCY
10.1 This Agreement does not constitute DISTRIBUTOR as the employee,
servant, agent, or legal representative of COMPANY and
DISTRIBUTOR represents that it is now and agrees that it will
continue, during the life of this Agreement, to be an independent
merchant or enterprise. COMPANY shall not be responsible in any
way for any obligation or liability incurred or assumed by
DISTRIBUTOR or its employees or agents and DISTRIBUTOR agrees to
indemnify, defend and hold COMPANY harmless from and against all
such obligations and liabilities.
11. CONFIDENTIAL INFORMATION
11.1 DISTRIBUTOR agrees to keep confidential and not disclose to
others, directly or indirectly, all price books, Customer lists,
quotations, discount sheets, engineering data and like
information and data of COMPANY Products in any form and shall
not permit their disclosure or use in any way which would be
detrimental to COMPANY or its parent company or affiliates.
DISTRIBUTOR further agrees to surrender all such confidential
information and data to COMPANY upon request and in any event,
upon termination of this Agreement, and shall not retain copies,
notes or memoranda of said information and data in any form
whatsoever.
12. PREVIOUS AGREEMENTS, EFFECT OF AND WAIVER OR MODIFICATION OF THIS
AGREEMENT
12.1 This Agreement constitutes the final, complete and exclusive
statement of the Agreement between DISTRIBUTOR and COMPANY
concerning the subject matter hereof. It may not be modified,
supplemented, explained or waived by parol evidence, custom, a
course of dealing, COMPANY performance or delivery, or in any
other way except in writing signed by an authorized
representative of both parties hereto. Furthermore, it is
understood the terms and conditions, if any, other than product
and delivery information, which may appear on DISTRIBUTOR'S
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purchase order forms shall be of no force or effect. Any
catalogs, circulars and similar pamphlets of COMPANY are issued
for general information purposes only and shall not be deemed to
modify the provisions hereof.
12.2 This Agreement cancels and supersedes all prior agreements,
representations or promises, if any, whether or oral or written,
between the parties, which concern the same or a related subject
matter and the parties hereto mutually release each other from
all obligations and liabilities under or on account of such prior
agreements, representations or promises, except only the
obligation of either party to pay to the other any existing
indebtedness for products sold or commissions earned.
12.3 Failure by either party on one or more occasions to exercise any
of its rights under this Agreement shall not be construed as a
waiver of such right or rights.
13. ASSIGNMENT
13.1 This Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto,
except that the benefits, payments and obligations of DISTRIBUTOR
hereunder shall not be assigned by operation of law or otherwise
without prior written consent of COMPANY.
14. LIFE OF AGREEMENT
14.1 This Agreement shall be effective for a term of two years (2)
from the date, which first appears above, and shall, thereafter,
be renewed at the sole discretion of the COMPANY for additional
one (1) year renewal terms unless terminated as provided for in
Section 15 below. In this regard, COMPANY shall undertake an
annual review of DISTRIBUTOR'S activities pursuant hereto and
shall, on the basis of its review, make a final determination as
to whether to renew the Agreement.
15. TERMINATION AND CERTAIN CHANGES
15.1 Notwithstanding Section 14, this Agreement may be terminated with
or without cause at any time during the initial term or any
renewal term by either party upon giving the other party not less
than sixty (60) days' written notice of termination, said sixty
(60) days' period to extend from the postmarked date of the
written notice deposited in the mail, registered or certified,
postage prepaid, addressed to the last known address of the other
party.
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15.2 Due to the personal nature of DISTRIBUTOR'S services rendered in
connection with the promotion and sale of COMPANY Products, this
Agreement may be terminated by COMPANY with immediate effect and
without prior recourse to any judicial or other authority if
DISTRIBUTOR (i) breaches any material obligation imposed upon it
by this Agreement, particularly the non-use and confidentiality
requirements of Section 11 hereof; (ii) becomes insolvent or
subject to a petition in bankruptcy filed by or against it or is
placed under the control of a receiver, liquidator or committee
or creditors; (iii)assigns or attempts to assign this Agreement
without COMPANY'S prior written consent; (iv)ceases to function
as a going concern or; (v)becomes more than ninety (90) days past
due on any payments owed to COMPANY. Nothing contained in this
Section 15.2, nor any action taken under Sections 15.1 or 15.2,
shall constitute a waiver of any other right or remedy available
against DISTRIBUTOR for any breach of this Agreement.
15.3 COMPANY reserves the right, upon not less than thirty (30) days'
prior written notice, to change its DISTRIBUTOR list or net
prices, terms of payment, the Standard Terms of Sale applicable
to sales of COMPANY Products hereunder, and the quality and
specifications of COMPANY Products. COMPANY also reserves the
right, upon not less than thirty (30) days' prior written notice,
to change the discount rates, which are applicable to the COMPANY
Products and the Territory applicable to this Agreement.
15.4 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IT IS FURTHER
EXPRESSLY UNDERSTOOD AND AGREED THAT NO INDEMNITY OR TERMINATION
BENEFITS SHALL BE DUE OR PAYABLE TO DISTRIBUTOR ON ANY
TERMINATION OF THIS AGREEMENT, AND DISTRIBUTORS HEREBY EXPRESSLY
WAIVES THE APPLICATION OF ANY LAW, STATUTE, COLLECTIVE CONTRACTS
OR CUSTOM TO THE CONTRARY.
15.5 After this Agreement is terminated, if COMPANY accepts orders
from DISTRIBUTOR or refers inquiries to DISTRIBUTOR, its acts
shall not renew this Agreement nor waive such termination.
15.6 Should DISTRIBUTOR terminate this Agreement for any reason under
the terms contained herein, all orders accepted by COMPANY prior
to the effective date of termination will be completed per the
then normal working schedule and shipped and invoiced to the
DISTRIBUTOR at the then current published DISTRIBUTOR list
prices.
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15.7 The termination of this Agreement shall be without prejudice to
either party's rights to recover any monies due hereunder, or to
any rights or remedies of either party.
16. APPLICABLE LAW
16.1 THE LAWS OF THE STATE OF COLORADO SHALL GOVERN IN ANY
INTERPRETATION OR LITIGATION RELATIVE TO THIS AGREEMENT, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAW.
17. FORCE MAJEURE
17.1 Neither DISTRIBUTOR nor COMPANY shall be liable for delay or
failure to perform its part of this Agreement, other than the
payment of money, when the delay or failure is due to fire,
flood, strikes or other labor disputes, accidents, war, riot,
insurrection, acts of government, governmental regulation, vendor
delays or other circumstances beyond the reasonable control of
such party.
18. SECTION NAMES
18.1 The various sections hereof have been titled for convenience of
reference only, and the titles of the respective section shall
not be deemed to limit or restrict any of the provisions hereof.
19. VIOLATION
19.1 DISTRIBUTOR hereby agrees that, in connection with its
performance under this Distributor Agreement, it shall not
violate the laws of any country, state or locality in which this
Agreement is to be performed. COMPANY hereby agrees that, in
connection with its performance under this Distributor Agreement,
it shall not violate the laws of any country, state or locality
in which this Agreement is to be performed.
20. ARBITRATION
20.1 The parties shall attempt, in good faith, to resolve any dispute
arising out of or relating to this Agreement promptly by
negotiation between executives. If the matter has not been
resolved within sixty (60) days of a party's request for
negotiation, either party may initiate arbitration by providing a
written notice to the other party at the address set forth in the
first paragraph above.
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20.2 Any dispute arising out of or related to this Agreement which has
not been resolved by the negotiation procedure described above,
shall be settled by binding arbitration administered under the
commercial arbitration rules of the American Arbitration
Association. All proceedings shall be held in Denver, Colorado
before three arbitrators.
21. MISCELLANEOUS
21.1 Any goods identified in this Agreement, which are manufactured in
the United States of America, are therefore classified as U.S.
origin goods. All U.S. origin goods and the sales of same are
subject to the export control laws of the United States of
America which among other matters, may restrict the export or
re-export to certain countries. As may be requested by COMPANY,
DISTRIBUTOR shall provide COMPANY with relevant end-use, end-user
and country of end-use information with respect to the Products
supplied hereunder. Based on and in reliance of such information,
COMPANY will supply such Products in compliance with applicable
law including that of the United States of America (U.S.) COMPANY
cautions and DISTRIBUTOR acknowledges that any change in end-use,
end-user or country of end-use (including a shipment between
countries other than the U.S.) may be restricted or prohibited by
applicable law, whether it be of the U.S. or other country.
Diversion contrary to U.S. law is prohibited. DISTRIBUTOR agrees
in particular that it shall not use and shall not permit any
third party to use such Products in connection with the design,
production, use, or storage of chemical, biological or nuclear
weapons or missiles of any kind. In the event such goods are
transferred, redistributed or shipped in contravention of
applicable law, this Agreement shall immediately terminate and
DISTRIBUTOR shall indemnify, defend and hold harmless COMPANY,
its parent, subsidiaries and affiliates and their respective
directors, officers, employees and agents from any liability,
claim, cause of action, fine or penalty arising from or related
to the violation of said laws.
21.2 If the ultimate destination of the Products is outside the United
States to a location sales to which by COMPANY or COMPANY'S
affiliates, result in a commission or other fee being payable by
COMPANY, or COMPANY'S affiliates to an agent (for which COMPANY
agrees to use its best efforts to notify DISTRIBUTOR if it is
aware such a situation exists), DISTRIBUTOR shall reimburse
COMPANY for the commission DISTRIBUTOR'S sale triggers.
DISTRIBUTOR agrees to disclose destination of Products, sales by
customer and area.
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21.3 COMPANY'S performance hereunder is subject to applicable law,
including its ability to secure export or other licenses from
appropriate government agencies. If COMPANY is unable to obtain
such licenses or the licensing process delays its performance,
such non-performance or delay shall be deemed a force majeure
event and either party may terminate this Agreement by giving the
other party 60 (sixty)days' prior written notice as is provided
in Article 15.
21.4 DISTRIBUTOR agrees to abide by the Standards of Conduct
provisions of Schedule C attached hereto and made a part hereof.
21.5 No discounts shall be payable to DISTRIBUTOR for sales to
subsidiaries, affiliates or joint venture entities of COMPANY or
COMPANY'S parent.
21.6 Neither COMPANY nor DISTRIBUTOR shall be liable to the other for
any special, consequential, indirect or punitive damages, however
and whenever arising under this Agreement and whether based on
negligence, breach of warranty, breach of contract, strict
liability or otherwise. Consequential damages shall include but
not be limited to loss of revenue, profit or use of capital,
production delays, business interruptions, loss of production,
reservoir loss or damage, losses resulting from failure to meet
other contractual commitments or deadlines and downtime of
facilities or vessels.
21.7 DISTRIBUTOR shall give COMPANY, and COMPANY shall give
DISTRIBUTOR, written notice of any change of ownership or control
of DISTRIBUTOR, or COMPANY, respectively, or of a change in the
chief executive officer of DISTRIBUTOR or COMPANY, respectively,
within five (5) days of the occurrence of any such event. In the
event either Party fails to give the other Party such notice; the
other Party may immediately terminate this Agreement. Upon
termination, Section 15 shall apply.
21.8 If any provisions of this Agreement shall, for any reason, be
held violative of applicable law, the invalidity of such specific
provision herein shall not be held to invalidate any other
provision herein, which other provisions shall remain in full
force and effect.
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21.9 All notices, demands or other communications hereunder shall be
deemed to have been duly given if made in writing and hand
delivered, delivered by a reputable international courier
service, or sent by telefax to a party at its address below, or
to its telefax number. Any change of address shall be promptly
communicated in writing by either party to the other party as
provided herein.
If to COMPANY If to DISTRIBUTOR
Attention: Xxxxxxx Xxxxxx Attention: Xxxx X. Xxxxx
New Business President CEO
Development Dir.
In the event that this Agreement is not executed by the DISTRIBUTOR and
returned to COMPANY within thirty (30) days of the Effective Date, this
Agreement shall be null and void and of no force and effect from the date
hereof.
IN WITNESS WHEREOF, witness the signature of the parties the day and year
first above written.
COMPANY DISTRIBUTOR
By: Xxxxxx X. Xxxx By: Xxxx X. Xxxxx
Title: General Manager Title: President CEO
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SCHEDULE "A"
TERRITORY
The DISTRIBUTOR is assigned the territory as specified below:
USA, Canada and Mexico
Exclusive Agriculture and Aquaculture Customers
1. Ag Specialties of Portland Oregon
2. Best Technology Co and Xxxxx Xxxxxxx of Riverside CA
BENTONITE PERFORMANCE MINERALS,
a product service line of
HALLIBURTON ENERGY SERVICES, INC.
By: Xxxxx Xxxx
Title: General Manager
DISTRIBUTOR
By: Xxxx X. Xxxxx
Title: President/CEO
Effective Date:_____________________
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SCHEDULE "B"
PRODUCTS
1. PRODUCTS
"Products", used in this Agreement, refers to the COMPANY products described or
listed below, regularly manufactured and sold on the date of this Schedule by
COMPANY, address at various COMPANY locations or locations contracted by the
COMPANY.
BENTONITE PERFORMANCE MINERALS,
a product service line of
HALLIBURTON ENERGY SERVICES, INC.
By: Xxxxx Xxxx
Title: General Manager
DISTRIBUTOR
By: Xxxx X. Xxxxx
Title: President/CEO
Effective Date:_____________________
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SCHEDULE C
STANDARDS OF CONDUCT
It is the policy of COMPANY to abide by the spirit, as well as the letter, of
the laws applicable to the conduct of its business in every jurisdiction where
it operated. DISTRIBUTOR agrees, whenever in the course of this Agreement
DISTRIBUTOR has a question as to the legality or propriety of any proposed
action or course of conduct, DISTRIBUTOR will obtain advice from the person to
whom it reports or seek such legal advice as is appropriate from the person to
whom it reports or seek such legal advice as is appropriate from the COMPANY'S
Legal Department.
DISTRIBUTOR agrees it will not, and will not permit any employee or agent of
DISTRIBUTOR to accept from any supplier, customer or other person doing business
with COMPANY, payments of money under any circumstances or entertainment,
special considerations, discounts or gifts of materials, equipment, services,
facilities or anything else of value unless (i) they are in each instance in the
nature of customary courtesies usually associated with accepted business
practice, (ii) they do not improperly interfere with the recipient's
independence of judgment, and (iii)their public disclosure would not embarrass
either DISTRIBUTOR or COMPANY.
DISTRIBUTOR agrees that it will not authorize, make or participate in a payment
of money or a gift of materials, equipment, services or facilities or anything
else of value to:
(a) any domestic or foreign governmental agency or official;
(b) any non-governmental customer or prospective customer; or
(c) employees, agents or associates of such persons
For the purpose of obtaining or retaining business for COMPANY, or inducing the
recipient to grant favorable treatment to, or forego any claim against COMPANY.
DISTRIBUTOR agrees it will not make any contribution of funds, materials,
equipment, facilities or services or anything else of value to any candidate for
public office or any political party or committee unless the making of such
contribution is legal in the jurisdiction in which it is proposed to be made.
DISTRIBUTOR agrees not to disclose to COMPANY, use in work for COMPANY, or
induce COMPANY to use any confidential or proprietary information of others.
DISTRIBUTOR will not bring to, or maintain on, any premises of COMPANY
confidential or proprietary information of a third party in any form, except
pursuant to specific authorization by the party who owns such information or
otherwise has the right to authorize such actions.
BENTONITE PERFORMANCE MINERALS,
a product service line of
HALLIBURTON ENERGY SERVICES, INC.
By: Xxxxx Xxxx
Title: General Manager
DISTRIBUTOR
By: Xxxx X. Xxxxx
Title: President/CEO
Effective Date:_____________________
