Exhibit 10.2
BROKERAGE AGREEMENT
THIS AGREEMENT, effective the 1st day of January, 2001, by and between
TKR Investments, Inc., a California corporation, herein called BROKER, and
Worldwide Medical Corporation a Delaware corporation, herein called PRINCIPAL.
WITNESSETH:
WHEREAS, PRINCIPAL is a manufacturer and seller, among other things, of
that certain merchandise or products (the "products") which are described in
Exhibit "A" attached hereto and incorporated herein by this reference, and
WHEREAS, PRINCIPAL and BROKER are currently under a master broker
agreement dated May 18, 1998.
WHEREAS, PRINCIPAL and BROKER agree that this agreement will replace all
items formally agreed to, and the prior agreement dated May 18, 1998 will be
void.
WHEREAS, PRINCIPAL desires to continue the services of BROKER in the
Territory, hereinafter described, to negotiate the sales of the Products in
PRINCIPAL's name and for PRINCIPAL's account to retail outlets;
WHEREAS, BROKER is desirous to continue to represent and negotiate sales
of said PRINCIPAL's Products in said Territory;
NOW, THEREFORE, in consideration of the promises and covenants and
undertakings herein contained,
IT IS MUTUALLY AGREED AS FOLLOWS:
(1) TERRITORY. PRINCIPAL hereby appoints BROKER and BROKER hereby agrees
to act for PRINCIPAL, as its Representative for negotiations of sales of the
Products subject to the terns, provisions and conditions hereof, to retail
outlets located within the territory described as follows:
See Attached Exhibit "B" (The "Territory").
(2) SALES NEGOTIATIONS. All sales negotiations by BROKER for the account
of PRINCIPAL shall be conducted in accordance with such prices, teens and
conditions as are specified by PRINCIPAL.
(3) PURCHASE ORDER CONFIRMATION. All purchase orders taken from Buyers by
BROKER shall be subject to PRINCIPAL's confirmation, and it is understood that
BROKER will not obligate or commit PRINCIPAL to the sale or delivery of Products
without PRINCIPAL's authorization and direction.
(4) AGENCY. BROKER is an independent contractor and shall act as Agent of
PRINCIPAL; neither BROKER nor its employees shall be considered employees of
PRINCIPAL; and neither party shall in any event be held liable or accountable
for any obligations incurred by the other party except as specified herein; it
being specifically understood that the respective businesses of each of the
parties shall be operated separate and apart from each other.
(5) APPLICABLE LAW. The laws of the State of California shall govern the
application, interpretation, and enforcement of this Agreement.
28
(6) TERM/TERMINATION. This Agreement shall continue in full force and
effect from year to year; provided that either party may terminate the Agreement
by giving 120 days written notice of such intention to the other party. Upon any
notice of termination PRINCIPAL agrees to continue payment of retainer and
commissions to BROKER (in an amount equal to the average for the prior 3 months)
for the 120 day period.
(7) ASSIGNMENT. PRINCIPAL shall have the right to assign this agreement
or any of it's rights or privileges to any other party or entity subject to
BROKER's prior written approval. BROKER shall have the right to assign this
agreement or any of it's rights or privileges to any other party or entity
subject to PRINCIPAL's prior written approval.
THE PRINCIPAL AGREES AS FOLLOWS:
(8) GUARANTEED RETAINER. PRINCIPAL shall pay BROKER a retainer of $8,000
per month due on the 1st of each month, beginning January 1, 9001. The retainer
is guaranteed to continue for a minimum period of 24 months. This guaranteed
retainer shall be paid regardless of termination or continuance of this
agreement in accordance with paragraph 6 for the minimum 24 month period.
(9) RETAIL SALES COMMISSION. PRINCIPAL shall pay BROKER, without
deduction or offset, a monthly commission or brokerage based on "net sales".
"Net sales" for purposes of this commission calculation is defined as cross
invoice price less cash discounts, any free goods invoiced that are to be
"billed back" via a debit or promotional goods invoiced that are to be debited
back. (Debits for co-op advertising are not a deduction in this calculation).
Commission payments are to be made promptly within ten (10) days after the end
of each month during which the applicable sale was collected. Commission shall
be based on a combined calculation of direct retail net sales plus an override
commission on wholesaler and distributor net sales at commission rate levels as
shown below:
DIRECT RETAIL NET SALES
Increments Annual Net Retail Sales Commission
---------- ----------------------- ----------
First $1,500,000 0 - 1,500,000 4.00%
Next $1,000,000 1,500,001 - 2,500,000 3.50%
Next $1,000,000 2,500,001 - 3,500,000 3.00%
Next $1,500,000 3,500,001 - 5,000,000 2.75%
5,000,001 + 2.50%
WHOLESALER AND DISTRIBUTOR NET SALES
Increments Annual Net Retail Sales Commission
---------- ----------------------- ----------
First $5,000,000 0 - 5,000,000 2.00%
5,000,001 + 1.25%
All remittances of retainer and commissions should be mailed to:
TKR Investments, Inc.
X.X. Xxx 00000
Xxxxxx Xxxxx Xxxxxxxxx, XX 00000
29
(10) INTEREST. PRINCIPAL agrees to pay interest at a rate of 8% per annum
on all delinquent retainer and commission amounts due to BROKER.
(11) EXPENSES. PRINCIPAL agrees to reimburse BROKER for reasonable travel
and entertainment expenses and reasonable company account business, presentation
materials, and postage.
(12) ELIGIBLE BUYERS. PRINCIPAL shall permit BROKER, consistent with the
teens of this Agreement, to negotiate sales to any and all prospective retailers
of PRINCIPAL'S Products throughout the entire Territory.
(13) SHIPMENTS. PRINCIPAL shall ship Products sold as BROKER may specify.
PRINCIPAL shall be given reasonable notice with respect to the required
shipments. PRINCIPAL accepts full responsibility for granting credit to Buyers.
(14) INDEMNIFICATION. If any claim or action is made or filed against
BROKER, claiming loss or injury of any nature whatsoever, as a result of any
defect in the Products or the purchase or use of the Products, or the
infringement by the PRINCIPAL of any property right belonging to another,
PRINCIPAL shall defend, hold harmless and indemnify BROKER from any and all loss
and damage, costs and expenses, including legal fees, incurred by it.
(15) PRODUCT LIABILITY INSURANCE. PRINCIPAL shall furnish BROKER with a
current Certificate of Product Liability Insurance upon execution of the
Agreement.
THE BROKER AGREES AS FOLLOWS:
(16) PRINCIPAL'S INSTRUCTIONS. BROKER shall carry out PRINCIPAL's
instructions with respect to the sales of the Products.
(17) REPORTING PURCHASE ORDERS. BROKER shall promptly submit all purchase
orders for Products for confirmation or approval by PRINCIPAL.
(18) GOOD FAITH SALE. Broker shall use good faith and effort in selling
PRINCIPAL's products in the determined territory.
(19) DUTIES. BROKER will prepare presentations and attired sales
appointments, administer the mailing of samples, attend industry conferences,
prepare semi-annual business review, train distributor representatives, prepare
competition and industry reports requested, consult with president regarding all
aspects of corporation business plans, prepare corporate sales materials as
requested by president.
(20) ASSISTANCE IN COLLECTIONS. BROKER shall assist PRINCIPAL, when
requested by PRINCIPAL in effecting prompt and full payment by Buyers for all
Products sold and delivered to Buyers The final determination as to credit and
credit terms to be extended to Buyers shall be made only be PRINCIPAL. BROKER's
agreement to assist in the collection of PRINCIPAL's accounts receivable shall
not be construed as a guaranty of payment of such accounts or give PRINCIPAL the
right to charge BROKER's account with any such sums owed PRINCIPAL by Buyer.
30
IN WITNESS WHEREOF, the parties hereto have signed this Agreement,
"hereunto duly authorized on the day and year above written. PRINCIPAL:
By: /s/ Date: 4/21/01
------------------------------------
Xxxxxx XxXxxxx, President
WorldWide Medical Corporation
BROKER:
By: /s/ Date: 4/21/01
------------------------------------
Xxxxxx Xxxxxxxx, President
TKR Investments, Inc.
31
EXHIBIT "A"
PRODUCTS:
First Check(R) Home Screening Tests:
Currently Including: Home Drug Tests
Home Colon Cancer Screening Tests
Home Alcohol Tests
Home Pregnancy and Ovulation Tests
32
EXHIBIT "B"
TERRITORY:
United States and Canada:
All retail stores including Mass, Drug, Club, Supermarket,
Convenience, and their related
Wholesalers and Distributors.
Direct retail stores Wholesalers / Distributors
Rite Aid Bergen Xxxxxxxx
Eckerd McKesson
Walgreens Cardinal
Wal-mart Amerisource
CVS Alou
D & K Distributors
Bindley Western
X. Xxxxxx
33
