Brokerage Contract
Daymon Associates, Inc.
This agreement is made on (mo/day/yr) January/10/2005 between
(Company Name) Source Direct Holdings Inc.
(Address) 4323 Commerce Cicle
(City) Idaho Falls (State) ID 83401
(Phone) (208)529-4114 (Fax) (208) 529-3054
hereinafter referred to as the "Supplier" and Daymon Associates, Inc., a
corporation organized and existing under the laws of the State of Delaware,
having its Corporate Office in Stamford, Connecticut, hereinafter referred to as
the "Broker."
Supplier, in consideration of agreements set forth to be performed by the
Broker, agrees that the Broker will act as its exclusive sales agent and Broker
in connection with all sales and/or contracts for merchandise designated to
Costco Warehouses in the following regions:
Domestic International
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Bay Area Japan
Los Angeles Region Korea
Midwest Region Taiwan
Northeast Region United Kingdom
Northwest Region
San Diego Region
Southeast Region
Texas Region
Mexico Region
Eastern Canada Region
Western Canada Region
The accounts of Daymon Associates agreed upon shall be as follows:Costco world
wide, HEB Stores, Super S Stores and open to other stores as we roll out the
sales.
The merchandise covered by this agreement includes all products manufactured by
the Supplier and also any additional items Supplier may stock for resale.
The following are the terms and conditions between the Supplier and the Broker:
1. Supplier's Duties and Commissions. Supplier agrees to pay Broker a
commission on such products sold, shipped and invoiced to Costco within
the above-defined territory.
a) Commissions shall be based on the gross amount of sales
generated. Gross sales shall be defined as the amount of the
invoice, less any cash discounts.
b) Commissions shall be computed at the following rate or rates: 3% .
c) Payment of all commissions earned shall be made on or before
the 15th day of the month, following the month in which the
invoices subject to commissions have been issued. All
commissions shall be paid in U.S. dollars and sent to Daymon
Associates, Inc., PO Box 2404, Grand Central Station, New
York, NY 10163.
d) Monthly payment of Broker's commissions shall be accompanied
by an individual commission statement summary, prepared by
Supplier, which includes purchase orders and dollar amounts on
which the commissions have been computed.
e) Supplier agrees to mail to Broker copies of any and all
customer invoices or credit memos covering sales within the
indicated territory. Said copies shall be mailed on the date
of invoicing to Broker at the following address: Daymon
Associates, Inc., 700 Fairfield Ave., Stamford, CT 06092.
2. Broker Duties. Broker agrees to act as follows:
a) To devote its efforts to the sale of Supplier's products
during the term of the agreement. Broker will provide weekly
sales data, by location and analytical services of such data.
Broker will devote adequate facilities and personnel to
perform the services required in this agreement.
b) To make all sales subject to Supplier's prices, terms and
conditions in conformation with the amounts authorized by and
to customers approved by Supplier.
3. Indemnity. Supplier agrees to protect, defend, indemnify and hold
harmless Broker from and against any and all claims, actions,
liabilities, losses, cost and expenses arising out of any actual or
alleged injury, sickness, disease or death of any person, damage to
any property or any other damage or loss, by whomever suffered,
resulting or claimed to result, in whole or in part, from any actual
or alleged defect in any merchandise sold by Supplier through Broker,
or for which Broker has earned a commission. The term "defect in any
merchandise" as used in this agreement shall include, but not be
limited to, any actual or alleged failure of said merchandise to
comply with specifications or with any express or implied warranty of
Supplier, or arising out of any actual or alleged violation by such
merchandise, its manufacturer, possession or sale, of any law,
statute, ordinance or governmental administrative order, rule or
regulation.
4. Insurance. Supplier shall carry and maintain during the entire term of
Broker's representation of Supplier's merchandise, a broad form of
comprehensive public liability insurance policy, and agrees to furnish
Broker with a certificate of such insurance coverage showing the
effective dates thereof.
5. Independent Contractor. It is understood by the parties that the
Supplier shall not exercise any control over the activities or
operation of Broker and that each party recognize that Broker is an
independent contractor and free agent.
6. Term of Agreement and Termination. This agreement shall be for a term
of one year from the date hereof and will renew automatically for
successive terms of one year thereafter: provided however, that either
party may terminate this agreement on written notice 90 days before the
renewal date of this agreement. Termination of this agreement for any
reason by either party shall not void the liability of Supplier to
Broker for commissions with respect to orders and contracts accepted by
Supplier prior to the effective date of such termination, regardless of
when such shipments are made or invoices rendered.
7. Entire Agreement. This agreement contains the agreement of the parties,
and contains all terms and conditions agreed to between the parties.
8. Successors, Alteration and Assignment. This agreement shall be binding
upon any and all successors and assigns of Supplier and Broker,
including but not limited to parties acquiring Supplier or Broker by
stock acquisition merger, or acquisition of substantially all the
assets of Supplier or Broker, or of the division of Supplier identified
in the first paragraph of this agreement. However, the Broker's duties
under this agreement may not be assigned without Supplier's written
consent. The agreement may be altered only in writing signed by both
parties.
In WITNESS THEREOF, the parties have executed this agreement the day and year
first above written.
Supplier: /s/ L. Gordon Sage
By: L. Gordon Sage
Title: V.P. Sales
Broker: Daymon Associates, Inc.
By: /s/
Title: VP