GENERAL CONTRACT FOR SERVICES
This Contract for Services (this "Contract") is made effective as of October 01,
2001, by and between National Companies, Inc. of 0000 Xxxxx Xx. Xxxxx 000,
Xxxxx, Xxxxxxx 00000, and Team Nationals Products, Inc. of 0000 Xxxxx Xx. Xxxxx
000, Xxxxx, Xxxxxxx 00000. In this Contract, the party who is contracting to
receive services will be referred to as "National," and the party who will be
providing the services will be referred to as "Team Products."
1. DESCRIPTION OF SERVICES. Beginning on October 01, 2001, Team Products will
provide to National the following services (collectively, the "Services"):
Team Products offers all of its current and future products for sale to
the associates of National. Said associates of National shall pay Team
Products directly for products sold. All products must be paid for in
full by associates prior to any product shipments.
2. PAYMENT FOR SERVICES. In exchange for the Services National will pay Team
Products according to the following schedule:
Team Products agrees tp pay National a commission based on the volume of
product sales. Said commission is paid in return for referring their
membership of associates to Team Products. See attached exhibit one for
commission schedule.
3. TERM. This Contract will remain in effect for a period of One year, and is
renewable each year for an additional year.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries,
inventions, patents, products, or other information (collectively the "Work
Product") developed in whole or in part by Team Products in connection with the
Services will be the exclusive property of National. Upon request, Team Products
will execute all documents necessary to confirm or perfect the exclusive
ownership of National to the Work Product.
5. CONFIDENTIALITY. Team Products, and its employees, agents, or representatives
will not at any time or in any manner, either directly or indirectly, use for
the personal benefit of Team Products, or divulge, disclose, or communicate in
any manner, any information that is proprietary to National. Team Products and
its employees, agents, and representatives will protect such information and
treat it as strictly confidential. This provision will continue to be effective
after the termination of this Contract.
Upon termination of this Contract, Team Products will return to National all
records, notes, documentation and other items that were used, created, or
controlled by Team Products during the term of this Contract.
6. INDEMNIFICATION. Team Products agrees to indemnify and hold National harmless
from all claims, losses, expenses, fees including attorney fees, costs, and
judgments that may be asserted against National that result from the acts or
omissions of Team Products and/or Team Products's employees, agents, or
representatives.
7. WARRANTY. Team Products shall provide its services and meet its obligations
under this Contract in a timely and workmanlike manner, using knowledge and
recommendations for performing the services which meet generally acceptable
standards in Team Products's community and region, and will provide a standard
of care equal to, or superior to, care used by service providers similar to Team
Products on similar projects.
8. REMEDIES. In addition to any and all other rights a party may have available
according to law, if a party defaults by failing to substantially perform any
provision, term or condition of this Contract (including without limitation the
failure to make a monetary payment when due), the other party may terminate the
Contract by providing written notice to the defaulting party. This notice shall
describe with sufficient detail the nature of the default. The party receiving
such notice shall have 30 days from the effective date of such notice to cure
the default(s). Unless waived by a party providing notice, the failure to cure
the default(s) within such time period shall result in the automatic termination
of this Contract.
9. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties,
and there are no other promises or conditions in any other agreement whether
oral or written concerning the subject matter of this Contract. This Contract
supersedes any prior written or oral agreements between the parties.
10. SEVERABILITY. If any provision of this Contract will be held to be invalid
or unenforceable for any reason, the remaining provisions will continue to be
valid and enforceable. If a court finds that any provision of this Contract is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision will be deemed to be written,
construed, and enforced as so limited.
11. AMENDMENT. This Contract may be modified or amended in writing, if the
writing is signed by the party obligated under the amendment.
12. GOVERNING LAW. This Contract shall be construed in accordance with the laws
of the State of Florida.
13. NOTICE. Any notice or communication required or permitted under this
Contract shall be sufficiently given if delivered in person or by certified
mail, return receipt requested, to the address set forth in the opening
paragraph or to such other address as one party may have furnished to the other
in writing.
14. ASSIGNMENT. Neither party may assign or transfer this Contract without the
prior written consent of the non-assigning party, which approval shall not be
unreasonably withheld.
Service Recipient:
National Companies, Inc.
By: ________________________________________
Xxxxxxx X. Xxxxx
President and CEO
Service Provider:
Team Nationals Products, Inc.
By: ________________________________________
Xxxxxxx X. Xxxxx
President
Exhibit One
Attachment to the General Contract for Services by and between National
Companies, Inc. and Team National Products, Inc., dated October 1, 2001.
Team Nationals Products agrees to pay National Companies, Inc. the following
commission schedule on all products that it sells to National associates:
55% of the retail price on all Vita Products.
20 % of the retail price on all Thermal Car Care Products.
25% of the retail price of all Skin Care Systems and La Face Makeup products.
25 % of the retail price of all La Scent fragrances.
10 % of the retail price of all Farms and Gifts orders.
These payments will be calculated on a monthly basis and paid on a monthly basis
to National Companies, Inc.
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Xxxxxxx X. Xxxxx
President and CEO, Nationals Companies, Inc.
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Xxxxxxx X. Xxxxx
President, Team National Products, Inc.
