Exhibit 10(c)
SALES COMMISSION AGREEMENT
THIS SALES COMMISSION AGREEMENT IS EFFECTIVE THIS 15TH day of September
1999 ("Agreement") by and between Sound Designs, Inc., a Nevada corporation (the
"Employer"), and Xxxxx Xxxx ("Salesperson") (for purposes of this Agreement,
Employer and Salesperson may be collectively referred to as the "Parties").
PREMISES
WHEREAS, EMPLOYER HAS CANADIAN DISTRIBUTION RIGHTS TO THE ISCAN PLUS
VIDEO LINE DOUBLER ("ISCAN PLUS") and desires that Salesperson undertake to
market and sell such product, and Salesperson desires to MARKET AND SELL THE
ISCAN PLUS for Employer in exchange for the compensation as set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the promises and the mutual
covenants hereinafter set forth, it is mutually agreed as follows:
1 EXCLUSIVE SALES AGENT. Employer hereby retains Salesperson as its
sole and exclusive sales AGENT OF THE ISCAN PLUS video line
doubler and Salesperson agrees to serve as Employer's EXCLUSIVE
SALES AGENT FOR THE ISCAN PLUS pursuant to the terms contained
herein.
2 COMPENSATION OF SALESPERSON. As compensation for the services
rendered by him under this AGREEMENT, SALESPERSON SHALL BE
ENTITLED TO A COMMISSION OF 10% OF THE NET SALES OF ISCAN PLUS
video line doublers sold to customers, whether such sales are
procured through the efforts of Salesperson, other employees of
Employer, or Employer itself. "Net Sales," as used in this
paragraph, shall be defined as gross sales less returns and
allowances when made. COMMISSION SHALL BE DEEMED EARNED WHEN
PAYMENT FOR ISCAN PLUS video line doublers sold is received by
Employer from the respective customers, and accrued commissions
shall be paid to Salesperson on the last business day of each
month.
3 TERM OF AGREEMENT. The term of this Agreement shall be one (1)
year or until otherwise agreed; provided, however, this Agreement
may be terminated earlier as otherwise provided herein or upon
written notice provided to the other thirty (30) days prior to
the effective date of such termination.
4 BEST EFFORTS BASIS. Employer acknowledges and understands
Salesperson will be engaging in activities other than those
envisioned by this Agreement and that Salesperson makes no
REPRESENTATIONS REGARDING HIS ABILITY TO GENERATE SALES OF THE
ISCAN PLUS video line doubler.
5 BUSINESS EXPENSES. It is acknowledged by the Parties that
Salesperson, in connection with the services to be performed by
him pursuant to the terms of this Agreement, will be required to
make payments for travel, entertainment of customers, and similar
business expenses. In order to reimburse Salesperson for all such
business expenses, Employer shall pay to
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Salesperson the sum of such expenses incurred in addition to
the compensation provided in paragraph 2 of this Agreement.
This additional amount shall be paid within ten (10) days
following Salesperson's submission of receipts of such
expenses, which are to be made on or about the last business
day of each month during the term of this Agreement. The
Parties agree that in the event Salesperson incurs a single
expense exceeding $500 without the express written consent of
Employer, Employer has sole discretion whether to reimburse
Salesperson.
6 OWNERSHIP OF CUSTOMER RECORDS. All records of the accounts of
customers, customer lists, route books, and any other records
and books relating in any manner whatsoever to the customers
of Employer, whether prepared by Salesman or coming into his
possession in any other manner, shall be the exclusive
property of Employer. All such books and records shall be
immediately returned by Salesperson to Employer on the
termination of this Agreement.
7 OBLIGATIONS OF EMPLOYER. Salesperson shall have the right,
either personally or by a representative, to examine the books
and accounts of Employer at times mutually convenient to
Employer and Salesperson, but in any event at least once
during each half of the calendar year. However, it is agreed
by the Parties that the right of inspection under this
Paragraph shall be limited to those books and accounts of
Employer that relate to transactions affecting the amount of
Salesperson's compensation.
8 TERMINATION. This Agreement shall terminate on the occurrence
of any one of the following events:
A. The death of Salesperson;
B. Discontinuance of Employer's operations of business
at Vancouver, B.C., Canada, in which case this
Agreement shall cease and terminate on the last day
of the month in which Employer ceases operations at
Vancouver, B.C., Canada.
C. The willful breach of duty, the habitual neglect, or
the continued incapacity on the part of Salesperson
to perform his duties, unless waived by Employer;
D. The willful or continuing breach of duties by
Employer to Salesperson under this Agreement, unless
waived by Salesperson; or
E. The mutual written agreement of the Parties.
In the event of termination of this Agreement prior to the
completion of the term of employment specified in Paragraph 3
herein, pursuant to the provisions in this Paragraph,
Salesperson shall be entitled to the compensation earned by
him through the date of termination as provided in this
Agreement in Paragraph 2, computed pro rata up to and
including that date.
9 MISCELLANEOUS.
A. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
B. This Agreement supercedes all other agreements,
either oral or written, between the Parties with
respect to Salesperson's sales duties for Employer
and contains all of the
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covenants and agreements between the Parties with
respect to such aspect of Salesperson's activities
with Employer, which is separate and distinct from
his activities as Employer's president and one of its
directors.
C. If any provisions of this Agreement are held by a
Court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions of the
Agreement will remain in full force and effect.
D. This Agreement may be amended only in a writing
signed by Employer and Salesperson. Any waiver by any
party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a
waiver of any subsequent breach by any party or any
other provision hereof.
IN WITNESS WHEREOF, the signatures below of the parties hereto evidence
their present execution of this Agreement.
Sound Designs, Inc. - Employer Xxxxx Xxxx - Salesperson
/S/ XXXXXX XXXX /S/ XXXXX XXXX
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Xxxxxx Xxxx, Secretary Xxxxx Xxxx
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