Direct Marketing & Sales Jennifer Fox James V. Magrino Independent Sales Reps
Exhibit
10.7
Direct
Marketing & Sales
Xxxxxxxx
Xxx Xxxxx X. Xxxxxxx
Independent
Sales Reps
00
Xxxxxx
Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000
0-000-000-0000
THIS
AGREEMENT by and between Red Reef Laboratories, whose address is 000 Xxxxxxx
Xxxxx, Xxxxxxxxx Xxxxx, XX 00000, hereinafter referred to as "Company", and
Xxxxxxxx Xxx, whose address is 00 Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000,
hereinafter referred to as "Sales Representative".
WHEREAS,
Company is engaged in the marketing and sale of Bioclear Family of Pioneering
Products which include Remediation practices to remove mold, mildew, and algae
etc.
WHEREAS,
Sales Representative desires to sell Company's services in accordance with
the
terms and conditions of this Agreement.
NOW,
THEREFORE, it is agreed as follows:
1.
Company hereby appoints Sales Representative as a n authorized non-exclusive
independent representative to sell and promote all services provided by Company
in the following geographical are: New York/ New jersey, hereinafter referred
to
as "Territory"
2.
Sales
Representative shall devote such time, energy and skill on a regular and
consistent basis as is necessary to sell and promote the sale of the Company's
products and services in the Territory during the term of this
Agreement.
Sales
Representative's sales and promotional efforts shall be directed toward the
following:
The
aforementioned customers are intended only to be examples of the nature and
type
of market to which Company desires that its services be sold and should not
be
construed as a limitation upon the contracts that can be made by Sales
Representative under this Agreement within the designated market. In addition
to
the foregoing, Sales Representative shall assist Company and shall perform
any
and all services required or requested in connection with Company's business,
including, but not limited to, such services of an advisory nature as may be
requested from time to time by Company. Sales Representative shall periodically,
or at any time upon Company's request, submit appropriate documentation of
any
and all sales and promotional efforts performed and to be performed for Company
pursuant to this Agreement.
Sales
Representative shall receive a signing bonus of $60,000 dollars after the
execution of the 4 year contract. The Company may choose to issue restricted
Company stock in lieu of cash for equal value. At present market value,
5,000,000 shares will be accepted. Pleas make certificates out to our individual
names.
3.
For
each contract for the performance of Company's services as arranged by Sales
Representative under this Agreement, Sales Representative shall by entitled
to a
commission as follows:
a.
3%
percent of contract billing during the first year; b. 2% percent of contract
billing during the second year; c. 1% percent of contract billing during the
third year, and for any year thereafter.
The
commission rates and time periods set forth in the paragraph shall commence
as
of the date of the first invoices on the contract; provided, however that no
commission will be due and payable to Sales Representative until 30 days from
receipt of payment of Company from any customer on the contract for any
underlying invoice. Commissions will be paid on fees for services rendered
by
shall not include freight, supplies, and other charges incidental to the
performance of said servies. For purposes of this Agreement, "Contract" shall
mean any agreement and/or order of Company's services sold or arranged by Sales
Representative. Any and all commissions payable to Company to Sales
Representative under this Agreement shall terminate on the 28th day of March
2011. The termination of this Agreement and Company shall then be discharged
and
released of any further obligation to pay commission to Sales Representative
under this Agreement.
1
4.
During
the term of this Agreement or within 5 year(s) after its termination, Sales
Representative, or any agents or representatives under Sales Representative's
control, shall not compete with Company, directly or indirectly, for Sales
Representative or no behalf of any other person, firm, partnership, corporation
or other entity in the sale or promotion of services the same as or similar
to
Company's services within the Territory.
Under
no
circumstances and at no time shall Sales Representative discloses to any person
any of the secret, methods or systems used by Company in its business. All
customer lists, brochures, reports, and other such information of any nature
made available to Sales Representative by virtue of Sales Representative's
association with Company shall be held in strict confidence during the term
of
this Agreement and after its termination.
5.
This
Agreement shall not create a partnership, joint venture, agency,
employer/employee or similar relationship between Company and Sales
Representative. Sales Representative shall be an independent contractor. Company
shall not be required to withhold any amounts for sate or federal income tax
or
for FICA taxes from sums becoming due to Sales Representative under this
Agreement. Sales Representative shall not be considered an employee of Company
and shall not be entitled to participate in any plan, arrangement or
distribution by Company pertaining to or in connection with any pension, bonus,
profit sharing or other benefit extended to Company's employees. Sales
Representative shall be free to utilize his time, energy and skill in such
manner as he deems advisable to the extent that his not otherwise obligated
under this Agreement.
6.
Sales
Representative shall bear any and all costs or expenses incurred by Sales
Representative to perform his obligation under this Agreement, including, but
not limited to, vehicle insurance, travel expenses and telephone
expenses.
7.
The
rights and duties of Sales Representative under this Agreement are personal
and
may not be assigned or delegated without prior written consent of
Company.
8.
Sales
Representative is not authorized to extend any warranty or guarantee or to
make
representations or claims with respect to Company's services without express
written authorization from Company.
9.
Sales
Representative shall indemnify and hold Company harmless of and from any and
all
claims or liability arising as a result of negligent, intentional or other
acts
of Sales Representative or his agent or representatives.
10.
Company shall indemnify and hold Sales Representative harmless of and from
any
and all liability attributable solely to the negligent, intentional or other
acts of Company or its employees.
11.
This
Agreement, and all transactions contemplated hereby, shall be governed by,
construed and enforced in accordance with the laws of the Sate of New Jersey.
The Parties herein waive trial by jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction located in
Monmouth County, State of new Jersey, in the event that litigation results
from
or arises out of this Agreement or the performance thereof, the Parties agree
to
reimburse the prevailing party's reasonable attorney's fees, court costs, and
all other expenses, whether or not taxable by the court as costs, in addition
to
any other relief to which the prevailing party may be entitled. In such event,
no motion shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the causes(s)
of
action actually accrued regardless of whether damages were otherwise as of
said
time calculable.
12.
Any
notice under this Agreement shall be deemed given on the third business day
following the mailing of any such notice, postage paid, to the address set
forth
above.
13.
This
Agreement contains the entire agreement between the parties and any
representation, promise or condition not incorporated herein shall not be
binding upon either party.
2
In
witness whereof, the parties have hereunto executed this Agreement on the 28th
day of march, 2007, to become effective as of April 1, 2007.
Red
Reef
Laboratories, Inc.
President
|
Xxxxxxxx
xxx
/s/
Xxxxxxxx xxx
Sales
Representative
|
Xxxxx
X. Xxxxxxx
/s/
Xxxxx X. Xxxxxxx
Sales
Representative
|
If
company chooses stock in lieu of cash; please print certificates as
follows:
|
Xxxxx
X. Xxxxxxx
0
Xxxxxx Xxxxx
Xxxxxxx,
Xxx Xxxxxx 00000
SS
# ###-##-####
2,500,000
shares
|
Xxxxxxxx
Xxx
00
Xxxxxx Xxxx
Xxxxxxxx,
Xxx Xxxxxx 00000
SS
# ###-##-####
2,500,000
shares
|
3
