BROKERAGE AGREEMENT
1.
Definitions
|
1.1
|
Principal:
|
VasoActive
Pharmaceuticals, INC.
00
Xxxxxxxx Xxxxxx (Xxxxx 000)
Xxxxxxx,
XX -0000
|
|
1.2
|
Broker:
|
Ferolie
Corporation d/b/a
“EASTERN
SALES & MARKETING”
0
Xxx Xxxxx Xxxx, XXX 000
Xxxxxxxx,
XX 00000
Tax
ID (EIN) #00-0000000
|
|
1.3
|
Territory:
|
Continental
United States (all markets)
|
|
1.4
|
Customers:
|
All
classes of retail trade (e.g., grocery, drug, mass merchandise club,
convenience, specialty) (Wal Mart, direct response, professional
and
Internet, are excluded)
|
|
1.5
|
Products:
|
All
products of Principal offered for sale in the Territory
|
|
1.6
|
Commission
Rate:
|
5%
|
|
1.7
|
Effective
Date:
|
August
1, 2005
|
2.
Appointment of Broker
2.1
The
Principal hereby appoints the Broker, effective as of the Effective Date,
as the
Principal's exclusive agent to sell the Products in the Territory. The Broker
hereby accepts the appointment.
2.2
The
Broker agrees to work the Territory thoroughly, and to offer the Principal's
unsold supply of Products for sale to the Customers, at frequent and regular
intervals, at such prices and on such terms and conditions as the Principal
shall authorize during the term of this agreement. The Broker will furnish
such
reports on market conditions as the Principal may from time to time reasonably
request. The Principal authorizes the Broker to engage sub-agents in any
portion(s) of the Territory and on such terms as the Broker may determine;
the
Broker shall be responsible to supervise any such sub-agents.
2.3
The
Principal will pay the Broker a Commission equal to the Commission Rate applied
to total "Net Invoiced Sales" of the Products in the Territory during the
term
of this agreement. As used in this agreement, "Net Invoiced Sales" means
gross
shipments, less any "off-invoice allowances" and "standard returns," as these
terms are generally unaerstood in the brokerage industry. The Commission
will be
paid monthly, on or before the 15th calendar day of the month, on all Products
paid for during the preceding calendar month. Copies of all invoices must
be
sent to the Broker at the same time they are issued to Customers.
2.4
The
initial term of this agreement shall be for one year, commencing as of the
Effective Date. After the expiration of the initial term, this agreement
shall
continue in effect indefinitely, unless and until it is terminated by either
party, with or without cause, upon 50 days prior written notice to the other
party. The Broker will be paid the Commission on all Products ordered during
the
50-day termination notice period.
