SALES AGENCY AGREEMENT
The Company shall be solely responsible for the design, development, supply, production
and performance of its products and the protection of its trade names and patents. The
Company agrees to indemnify, hold the Representative harmless against and pay all
losses, costs, damages or expenses, whatsoever, including counsel fees, which the
Representative may sustain or incur on account of infringement or alleged infringements
of patents, trademarks or trade names resulting from the sale of the Company's
products, or arising on account of warranty claims, negligence claims, product liability
claims or similar claims by third parties.
The Representative shall promptly deliver to the Company any notices or papers served
upon it in any proceeding covered by this Indemnification Agreement, and the Company
shall defend such litigation at its expense. The Representative shall, however, have the
right to participate in the defense at its own expense unless there is a conflict of interest,
in which case, the Representative shall indemnify the Company for the expenses of such
defense including counsel fees.
The Company shall provide the Representative with a certificate of insurance evidencing
the Representative as an additional insured on the Company’s product liability insurance
policy. This provision shall survive and remain in full force and effect after the
termination or nonrenewal of this Agreement.
10. TERM AND TERMINATION
10.1 Term. This Agreement shall continue in full force and effect for a period of three
years from the date above, unless terminated earlier under the provisions of this
Agreement. Thereafter, this Agreement shall be renewed automatically for successive
additional three year terms under the same terms and conditions unless either party
chooses not to continue the relationship and provides written notice 180 days prior to
the natural expiration of the existing three-year term.
10.2 Termination. This Agreement may be terminated by as follows:
10.2.1. By Company if Representative fails to achieve its annual quota
requirement.
10.2.2. By either party if the other party becomes insolvent or bankrupt, or files a
voluntary petition in bankruptcy, or has had filed for an involuntary petition in
bankruptcy (unless such involuntary petition is withdrawn or dismissed within ten
days after filing) in which event termination may be immediate upon notice; or
10.2.3 By either party if the other party fails to cure any breach of a material
covenant, commitment or obligation under this Agreement, within 45 days after
receipt of written notice specifically setting forth the breach from the other party;
or
10.2.4 By either party if the other party is convicted or pleads to a crime or an
act of fraud that materially impacts on its performance or its fiduciary duties
hereunder, in which event termination may be immediate upon notice.
10.3 Return of Materials. All Confidential Information and other property belonging to
Company shall remain the property of Company and will be immediately returned by
Representative upon termination. Representative shall not make or retain any copies of
any Confidential Information that may have been entrusted to it.
10.4 Return of the Products. Upon the termination of this Agreement, Company shall
repurchase any inventory and instrumentation of the Representative at Representative’s
cost.
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