EXHIBIT 10-e
10/30/01
Mr. Xxx Xxxxx
Cyberlux
P. O. Box 2010
Pinehurst NC 28370-2010
RE: Sales Representative Agreement
Dear Xx. Xxxxx;
This is to confirm and set forth the terms of our agreement whereby Xxxxx Inc.
("Representative") is retained by Cyberlux (the "Company") as your exclusive
sales representatives for the sale of your products specified in item I of
Exhibit 1 in the classes of trade specified in item 2 of Exhibit 1 in the
territory specified in item 3 of Exhibit 1. This appointment shall be effective
for a period of one (1) year beginning 11/1/01, and shall be automatically
renewable for successive one-year terms, subject to the unqualified right of
either party to terminate the agreement as outlined in the termination section.
REPRESENTATION
Representative will represent the Company in the sale of all specified product
lines at the specified
commission rates noted in item 4 of Exhibit 1 and such other products as may be
added from time to time.
Representative shall adhere to the Company's sales policies and procedures in
the promotion and sale of its products to the wholesale and retail trade in a
manner judged by the Company as effective.
COMMISSIONS
In full and complete consideration for the services to be provided by the
Representative under this Agreement, the Company shall pay the Representative a
commission in accordance with the rate specified in item 4 of Exhibit 1 on all
orders for shipment to customers headquartered in the specified. territory,
before any cash discounts, display or adverting allowance or P.M.'s, regardless
of who obtained the order or where it was obtained. The Company will pay all
earned commissions to Representative on or before the twentieth (20th) of the
month immediately following the month in which the customer has been invoiced by
the Company.
XXXXX INC.
Southern Region
0000 Xxxxx Xxxx., Xxxxx 000. Charlotte. NC 28211 FO. Sax 220948. Charlotte NC
28222
Telephone 704/000-0000 Fox 704/365-2711
Page 2
Commission payments shall be accompanied by an itemized commission statement.
Copies of all invoices covering such orders shall be sent to Representative
periodically during each month.
Commission payments and invoice copies should be mailed to:
Xxxxx
P. O. Box 220948
Charlotte, NC 28222
COLLECTION AND DEDUCTION RESPONSIBILITIES
Representative agrees to mist Company in its review of all deductions and in
communication of the need for prompt and full payment by customers for all
deliveries of product sold. Representative is not responsible for payment by any
customer and Company shall riot deduct commissions of Representative or delay
payment to Representative for such nonpayment.
PRICES AND TERMS OF SALE
Representative shall quote to customers only those prices and other teams that
the Company shall designate to Representative in writing.
All order's taken or received by Representative shall be subject to the
Company's acceptance. The Company may accept or reject orders in whole or in
part. Acceptance by the Company shall occur only upon delivery of goods to the
carrier for shipment to the customer.
The Company accepts all credit risk, and the Representative shall have no risk
of loss with respect to shipment of any of the Company's products. Shipment on
all orders that are accepted shall be made directly from the Company to the
purchaser and title shall pass directly from the Company to the purchaser.
SCOPE OF AUTHORITY
Representative shall have no authority of power, express or implied, to accept
any order on behalf of the Company or to bind or obligate the Company with
respect to any order. Representative agrees that its status shall be that of an
independent contractor and that all of its agents, salesmen, servants and
employees shall be under ifs exclusive control; the Representative and not the
Company shall be solely responsible for payment for all commissions,
compensation, expenses, insurance, Federal and state taxes imposed upon
employers, and any and all other costs incurred hereunder.
LIABILITY
The Company agrees to hold Representative harmless for all costs, including
reasonable attorney's fees which arise out of claims for damages arising from
the use by anyone of products. covered by this Agreement, except to the extent
that such claim is based upon the alleged negligence or intentional act,
including the giving of unauthorized warranties of Representatives.
Representatives agree to hold the Company harmless from all costs, including
reasonable attorney's fees, which arise out of claims for damages based upon
the alleged negligence or intentional acts of Representative, its employees,
agents or sub-contractors. The Company agrees to cover Representative with a
vendor's endorsement on the Company's product liability policies and shall
provide Representative with a certificate of said insurance, so endorsed.
Page 3 .
PERSONNEL
The Company agrees not to enter into an employment agreement or any other form
of remunerative relationship with any person employed by Representative an the
date hereof unless and until one year has transpired save the termination of the
employment relationship between such person and Representative, unless expressed
written permission in writing is provided by an authorized officer of the
representative,
Representative likewise agrees not to enter into any remunerative relationship
with any person employed by the Company under the same terms as provided in the
previous paragraph.
TERMINATION
This Agreement may be terminated by and upon either party giving to the other
written notice to that effect. Such termination shall be deemed effective 90
days immediately following receipt of notice. In the event of the termination of
this Agreement Representative shall be entitled to and shall be paid the
commissions herein set forth, on all orders which had been taken or received
prior to said termination even though the orders may be shipped after the
effective date of said termination.
This Agreement supersedes any previous written or oral understanding between the
parties hereto covering Representative's responsibility for the products covered
hereunder, and may only be modified by an instrument in writing signed by both
parties hereto.
If the foregoing is acceptable to you, please so indicate by signing and
returning to us the enclosed duplicate original of this Agreement.
Sincerely,
XXXXX, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------
Xxxx X. Xxxxxx
President
Accepted and Agreed:
By: /s/ Xxxxxx X. Xxxxx
-------------------
Date: 11/06/01
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Page 4
EXHIBIT 1
1. Products
All Cyberlux Products
2. Classes of Trade
All Retail Hardware/Home Improvement, Food, Drug, Mass.
3. Territory
All Xxxxx Areas
Alabama Arkansas, Connecticut, Delaware, Florida, Georgia, Louisiana,
Maine, Maryland, Massachusetts, Michigan, Mississippi, New Hampshire, New
York, North Carolina. Ohio, Indiana, Oklahoma, Pennsylvania, Rhode Island,
South Carolina, South New Jersey, Tennessee, Texas, Vermont, Virginia,
Washington, DC, West Virginia
4: Commission Rate
First $500,000 @ 12%, $501,000 to $1,000,000 @ 10%, $1,000,001 to $2,000,000 @
8% $2,000,001 to $3,000,000 @ 6'% and all over $3,000,000 @ 4%.
$1,000 per month minimum guarantee until commissions exceed $12,000 during a
calendar year.
