SHIPPING AGENT AGREEMENT
THE PARTIES TO THIS AGREEMENT ARE:
The Agent: XXXxxx.Xxx
00-00 00xx Xxxxxx
Xxxxxx, XX 00000
Tel (000)000-0000
The Company: NYC MODA INC.
000 X Xxxx Xxxxxx,
Xxxxx Xxxx XX 00000
Tel (000)000-0000
This Agreement (the "Agreement") is entered into effect this May 17,
2011, 2011 between XXXxxx.Xxx ("the Agent") and NYC MODA INC. ("the
Company")
Whereas the Agent may from time to time pick up clothing from New York
stores and deliver to Agent warehouse, store them and ship later to the
Company for a Shipping Agent fee.
1. Services. Agent shall use its best efforts to provide the services
("the Services") to the company as requested and further described
herein on a non exclusive or exclusive basis, as reasonably requested
by the Company.
2. Shipping Agent fee shall be calculated as ten per cent (10%) of the
net value of items bought by the Company. Net value shall exclude value
added tax, postage and packaging, insurance, refunds and payments not
honored by a financial institution. Shipping and handling will be
executed by Agent and billed later to Company on exact same amount the
Agent paid.
3. Term and Termination. Agent shall serve as a Buyer to the Company
for Six (6) continuous months commencing on the Effective Date. Either
party shall have the right to terminate this contract at will with 30
days' notice to the party opposite.
5. Independent Contractor. Agent's relationship with the Company will
be that of an independent contractor and not an employee. Agent will
not be eligible for any employee benefits, nor will the Company make
deductions from consideration paid to Agent for taxes, all of which
will be Agent's responsibility. Agent will have no authority to enter
into contracts that bind the Company or create obligations on the part
of the Company without the prior written authorization of the Company.
6. Company's Representations, Warranties and Covenants. As of the
Effective Date, the Company hereby represents, warrants and covenants
to Consultant as follows:
(a) The Company is a duly organized corporation validly existing
under the laws of the United States and has full power and authority to
perform its obligations under this agreement.
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(b) The Company's Board of Directors has determined that the
consideration received for the services to be rendered is adequate. In
rendering its Services, Agent will be using and relying on the
information supplied to it by the company without independent
verification thereof or independent appraisal of any of the Company's
business. The Company hereby represents that all information made
available to Agent by the Company will be complete and correct in all
material respects and will not contain any untrue statement of material
fact or omit to state a material fact necessary in order to make the
statements therein not misleading in light of the circumstances under
which such statements are made.
7. Confidentiality, Non-Disclosure, Non-Circumvention, Non-Compete
a) WHEREAS the parties mutually recognize that in the
transaction of their affairs each may learn from the other, including
associates, the identity, address and/or telephone and/or telefax
and/or E-mail address and/or number of clients, agents, brokers,
buyers, sellers, financiers and/or bank or trust contracts (hereinafter
referred to as "Confidential Sources") which the other party has
acquired by periods of investment in time, expense and effort.. Now
therefore consideration of the mutual promises set forth herein, each
party covenants and agrees with the other as follows:
The parties hereto hereby contractually covenant, warrant,
guarantee and agree as follows: to irrevocably mutually covenant, as
evidenced and acknowledged by this memorization of their executions
hereof, agree as follows:
b) Each of the signatories to the within contractual Agreement
and their employees, agents, associates, and/or any other parties with
whom they maintain a corporate or individual relationship, or who they
may act as agents or principals for, shall be deemed to be parties to
the within Confidentiality, Non-Circumvention, Non-Disclosure, Non-
Compete, Agreement and shall be contractually bound to full compliance
with the letter, spirit and intent of the within Agreement, and shall
be fully bound by each and all of the terms, covenants and conditions
of this Agreement. All documents signed on behalf of a corporation
shall be deemed to be executed with full authority of the Board of
Directors.
c) The within Agreement is executed and affected by the parties
as a perpetuating guarantee and contractual agreement by the parties.
Therefore, this Agreement shall be in full force and effect commencing
the date affixed herein below and will during said term be applicable
to any and all potential transactions and/or proprietary information
transmitted to or entertained by the undersigned parties hereto.
d) The parties hereto covenant, warrant and agree not to
circumvent the interests, intentions, plans, and proposed undertakings
of the party of the other part or to enter upon a competitive path
and/or effort, or to utilize any of the proprietary information
delivered into its custody, care and control or that would in any
fashion interfere with, conflict with, or diminish, the possibility
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and/or probabilities of its success in any ventures, projects, proposed
acquisitions, financial undertakings, and/or other activities which
this office shall be a party to.
8. Miscellaneous.
(a) Amendments and Waivers. No term of this Agreement may be
amended or waived except with the written consent of the parties.
(b) Entire Agreement. This Agreement, constitutes the entire
agreement of the parties and supersedes all oral negotiations and prior
writings with respect to the subject matter hereof.
(c) Notices. Any notice required or permitted by this Agreement
shall be in writing and shall be (I) delivered personally, (II) sent by
certified or registered mail, postage prepaid, return receipt
requested, (III) delivered by a nationally-recognized delivery service
(such as Federal Express or UPS), or (IV) faxed, addressed to the party
to be notified as such party's address or facsimile number as set forth
below or as subsequently modified by written notice. Notices shall be
deemed communicated upon receipt if personally delivered, delivered by
a nationally-recognized delivery service or faxed (with a written
confirmation of facsimile transmission), or five (5) days after posting
if sent by certified mail.
(d) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the
State of New Jersey without giving effect or the principles of conflict
of laws.
(e) Attorneys' Fees. If any action at law or in equity is
commenced by any party to enforce or interpret the terms of this
Agreement, the party finally prevailing in such proceeding or action
shall be entitled to recover from the unsuccessful part reasonable
attorneys' fees, cost and necessary disbursements in addition to any
other relief to which it may be entitled.
(f) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to
renegotiate such provisions in good faith. In the event that the
parties can not reach a mutually agreeable and enforceable replacement
for such provisions, the (I) such provisions shall be excluded from
this Agreement, (II) the balance of the Agreement shall be interpreted
as if such provisions were so excluded and (III) the balance of the
Agreement shall be enforceable in accordance with its terms.
(g) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together
will constitute one and the same instrument.
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The Parties hereto have executed this Agreement as of the Effective
Date.
/s/Xxxxx Svinta
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XXXXX SVINTA, on behalf of NYC MODA INC
/s/Alex Kistaunbaev
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ALEX KISTAUNBAEV, on behalf of XXXxxx.Xxx
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