Wholesaler Agreement
This Wholesaler Agreement ("Agreement"), is made and effective this __________,
by and between Gen-Net Lease Income Trust, Inc. ("Trust") and _______________
("Wholesaler").
NOW, THEREFORE, the parties hereto agree as follows:
1. Contract.
Trust hereby agrees to initially contract with the Wholesaler in accordance with
the terms of this Agreement.
2. Duties.
Wholesaler shall have the following duties and responsibilities, in addition to
other obligations set forth in this Agreement:
A. Wholesalers primary responsibility is to, following consultation with the
Trust's management, develop, implement and manage a sales plan for
Trust's stock offering sold under the name Gen-Net Lease Income Trust,
Inc. ("Product"). This shall include, but is not limited to, development
of a target account list, sales and other forecasts, management of
Trust's distribution channels, and coordination with Trusts marketing
personnel. Sales forecasts shall be reviewed with Trust management
weekly. Wholesaler shall be responsible for the Trusts achievement of
sales of the Products set forth in the Wholesaler sales forecasts.
Wholesaler shall be responsible for sales in all territories except for
the list defined herein below.
B. Wholesaler shall maintain a current listing of all Customers and
potential Customers in the Territory serviced by Wholesaler. All such
records contained in the files shall be the property of Trust and shall
be subject to the restrictions set forth in Section 7., Confidentiality,
of this Agreement. The files should contain at least the following
information for each Customer and potential Customer, in addition to any
other information requested by Trust: Customer name, name of principal
contact, history of contacts (including purpose of meeting, location,
attendees' names and titles, products discussed and Customer's
reactions), historical and current purchasing records, notes and
reflections on the Customer's attitude towards Trust and the Products,
copies of all correspondence between Trust and the Customer, and next
activity to be taken.
3. Territory.
Wholesaler shall perform sales and sales related duties in State that have been
cleared (blue-sky) for sales of securities.
4. Compensation.
Wholesaler be paid compensation during this Agreement as follows:
A. The Wholesaler shall be paid a fee for sales completed by Wholesaler in
the Territory as follows: 100 basis points for sales. Fees will be
computed on the actual sales price paid by a Customer. A fee on sales
shall not be due and payable to Wholesaler until a sale is completed.
Wholesaler acknowledges and agrees that Trust has not and does not make
any representation or warranty as to the amount of the fee, which
Wholesaler may earn.
B. Wholesaler represents and warrants to Trust that it is an NASD-member
broker-dealer, is registered in all states and/or territories where such
registration is required and is eligible to be paid the compensation
hereunder.
5. Expenses.
Trust will review and reimburse acceptable expense items related to the
Wholesaler's duties.
6. House Accounts, Out of Territory.
A. Wholesaler shall not be entitled to collect fees on sales made by the Trust
to following "House Accounts" see exhibit A. The attached list of House Accounts
may be reasonably modified by Trust once each calendar year and Wholesaler shall
not be entitled to any fees for sales made to a newly named House Account.
7. Confidentiality Provision.
Wholesaler shall not disclose to anyone any Confidential Trust Information. For
the purposes of this Agreement, "Confidential Information" shall include any of
Trust's confidential, proprietary or trade secret information that is disclosed
to Wholesaler otherwise learns in the course of this engagement such as, but not
limited to, business plans, customer lists, financial statements, software
diagrams, flow charts and product plans. Confidential Information shall not
include any information which: (i) is or becomes publicly available through no
act of Wholesaler; (ii) is rightfully received by Wholesaler from a third party
without restrictions; or (iii) is independently developed by Wholesaler.
8. Term and Termination.
A. Wholesaler's agreement with the Trust and the performance of this
Agreement shall start on ________________ and shall continue for the term
of the offering. Thereafter, the Agreement may be renewed for any
subsequent offerings upon the mutual agreement of Wholesaler and Trust.
B. Notwithstanding the foregoing, either party may terminate this Agreement
without notice in the event that the other party fails to observe or
perform any material obligation in this Agreement. A material breach of
this Agreement by Sales Executive shall include, but is not limited to
failure to achieve forecasted sales; making false, fraudulent or
inappropriate statements about Trust, its employees or products; engaging
in any unethical, immoral or unprofessional conduct; or falsifying or
misrepresenting any information to Trust. Either party may
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terminate without cause upon written notice to the other which
termination shall occur Sixty (60) days after Notice is reasonably
given.
9. Notices.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to Trust:
Gen-Net Lease Income Trust, Inc.
00000 Xxxx Xxxxx Xxxx -First Floor
XX Xxx 000
Xxxxxx Xxx, XX 00000
and if to Wholesaler:
10. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
11. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of
the state of Michigan.
12. Headings.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
13. No Assignment.
Neither this Agreement nor any or interest in this Agreement may be assigned by
Wholesaler without the prior express written approval of Trust, which may be
withheld by Trust at Trust's absolute discretion.
14. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
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15. Arbitration.
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association (AAA) and
judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Any such arbitration shall be conducted in
Michigan, or such other place as may be mutually agreed upon by the parties.
Within fifteen (15) days after the notice of claim for arbitration, both parties
shall agree upon one person to act as arbitrator, or agree upon one from the
list supplied by AAA or by the Federal Conciliation Service. Each party shall
bear its own costs and expenses and an equal share of the arbitrator's expenses
and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
above written.
GEN-NET LEASE INCOME TRUST, INC.
BY: ______________________________
XXXXX XXXXXXXX, CHAIRMAN
BY: ______________________________
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