BROKERAGE AGREEMENT
1.
Definitions
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1.1
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Principal:
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VasoActive
Pharmaceuticals, INC.
00
Xxxxxxxx Xxxxxx (Xxxxx 000)
Xxxxxxx,
XX -0000
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1.2
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Broker:
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Ferolie
Corporation d/b/a
“EASTERN
SALES & MARKETING”
0
Xxx Xxxxx Xxxx, XXX 000
Xxxxxxxx,
XX 00000
Tax
ID (EIN) #00-0000000
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1.3
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Territory:
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Continental
United States (all markets)
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1.4
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Customers:
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All
classes of retail trade (e.g., grocery, drug, mass merchandise club,
convenience, specialty) (Wal Mart, direct response, professional
and
Internet, are excluded)
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1.5
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Products:
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All
products of Principal offered for sale in the Territory
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1.6
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Commission
Rate:
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5%
|
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1.7
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Effective
Date:
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August
1, 2005
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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 understood 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 60 days prior written notice to the other
party. The Broker will be paid the Commission on all Products ordered during
the
60-day termination notice period.
3. Other
Provisions
3.1 In
the
course of their respective business activities, the Principal and the Broker
may
develop trade secrets, confidential and proprietary information, know-how
and
data ("Information"). During the term of this agreement, either party may
disclose such Information to the other party, and the receiving party agrees
to
hold all such Information in strict confidence, and will make no use whatsoever
of such Information to develop, manufacture, distribute or provide products
or
services incorporating or resulting from such Information. The parties shall
limit access to the Information furnished by the other party only to those
of
its employees who have a need to know such Information. The obligations of
confidentiality imposed by this paragraph shall not apply to information
that is
or becomes available within the grocery or food industry or to the public
other
than by act or omission of the party to whom such information was furnished;
or
that is received by either party from an independent source not under an
obligation of confidentiality to the other party; or that is shown by written
documentation to have been previously known to the party releasing or using
such
information prior to disclosure to it by the party furnishing such information;
or that the disclosure of which is consented to in writing by the party
releasing such information; or that is disclosed by any party pursuant to
a
court order. The obligation of confidentiality imposed by this paragraph
shall
expire 3 years after the effective date of termination of this agreement,
regardless of the reason for termination.
3.2
The
Principal intends to license its trademarks and trade names to third parties,
and hereby appoints the Broker as its non-exclusive agent to identify
prospective licensees. In the event the Principal enters into a licensing,
sponsorship or similar arrangement with a licensee introduced to the Principal
by the Broker, the Principal will pay the Broker a finder's fee or royalty
equal
to the Commission Rate applied to the license or sponsorship fees or other
consideration received by the Principal on account of such license, sponsorship
or arrangement.
3.3
The
Principal shall indemnify and hold harmless the Broker, its directors, officers
and employees from and against any loss, action, claim, proceeding, liability
or
expense (including reasonable attorneys' fees) arising out of any act or
omission of the Principal, its employees or agents, relative to the Products.
This indemnity shall survive termination or cancellation of this agreement.
3.4
The
laws
of the State of New Jersey shall govern in any dispute arising out of or
under
this agreement, and the Principal hereby agrees to the jurisdiction of the
courts of the State of New Jersey, and agrees to accept service of process
by
certified mail, return receipt requested, addressed to the Principal at its
address above.
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VasoActive
Pharmaceuticals, INC.
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FEROLIE
CORPORATION
|
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By:
/s/
Xxxxxx Fratteroli
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By:
/s/
Xxxxxxx X. Xxxxxxxx
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|
Xxxxxx
Fratteroli, President
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Xxxxxxx
X. Xxxxxxxx, President
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