Miraplacid Distributor Agreement
This Distributor Agreement (the "Agreement") is made between Miraplacid
(the "Company"), and the distributor (the "Distributor").
WHEREAS, the Company is engaged in the manufacture and sale of its software
products (*Product):
and
WHEREAS, the Company desires to sell the Products to customers through
nonexclusive independent agents who will maintain the company's high standards
and the integrity of the Products, promote the good name of the Company's
products, and abide by all applicable laws and regulations and the highest
ethical standards in soliciting sales of Products;
and
WHEREAS, the Company desires to appoint the Distributor as a nonexclusive
independent agent for the Company, and the Distributor desires to undertake the
duties of a nonexclusive independent agent for the Company, upon the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto mutually agree as follows:
SECTION 1. APPOINTMENT
The Company hereby appoints the Distributor and the Distributor hereby accepts
appointment as a nonexclusive independent agent authorized to sell the Products
on the terms and conditions contained in the Agreement.
SECTION 2 RELATIONSHIP OF PARTIES
The Distributor is an independent contractor and not an employee of the company
and all obligations of the Distributor performed hereunder shall be fulfilled as
an independent contractor. In addition, except as specifically provided herein,
the Representative is not the representative or the agent of the Company for any
purpose whatsoever and has no power or authority to incur any debt, obligation
or liability on behalf of the Company.
2.1 Except as otherwise provided, the Company neither has nor reserves any
right or power to exercise any direction, control or determination over the
manner, means or methods of the Distributor's activities and objectives in his
operations, other than to review the sales results of the Distributor.
Unsatisfactory sales results may result in termination of this Agreement
pursuant to Section 7.
2.2 As an independent contractor, the Distributor is responsible for filing all
necessary federal, state and local tax returns and paying all applicable income
taxes. The Distributor will not be treated as an employee with respect to any
services or federal tax purposes and for state tax purposes and warrants that
he understands his federal, state and local tax obligations.
2.3 The Distributor understands that he is not an employee of the company, that
the Company is not obligated to provide any benefits to him, and that he is not
entitled to any benefits except such benefits as the company chooses to provide
to Distributors. The Distributor further understands that he is not entitled to
any compensation in connections with the Agreement except for the commission
provided in Section 5.
2.4 The Distributor shall not sell the Product, nor shall sales or services be
subcontracted for or with, or sales commissions shared with, or paid to,
non-authorized people.
2.5 All sales promotion expenses, selling expenses and any other incidental
expenses incurred by the Distributor in selling the Products, including but not
limited to transportation costs for any Products used by the Distributor for
demonstration purposes, are the sole responsibility of the Distributor.
SECTION 3 PRICES AND TERMS
3.1 The Distributor is authorized to sell Products only upon such terms and
conditions as may be established by the Company from time to time.
3.2 Except as otherwise provided, the Company neither has nor reserves any
right or power to exercise any direction, control or determination over the
retail prices assigned by Distributor.
3.3 Company shall provide Distributor with Product Registration Key Generator.
Distributor will be able to start generate registration keys upon purchasing at
least 5 licenses of each particular product.
3.4 Distributor may resell only products specially intended for resale.
List of such products with links for purchasing online provided at Company
website Distributors' area.
Upon purchasing these products, no keycode for Distributor will be generated.
Distributor will be able to generate keycodes for his customers by himself at a
special web page within the limits of previously purchased licenses.
SECTION 4 TAXES
4.1 Company will not require payment of sales taxes on international purchases.
SECTION 5 COMMISSIONS
As full compensation for the distributor's performance under the agreement
should be the difference between company's prices and Distributor's retail
prices.
SECTION 6 LANGUAGE TRANSLATION (if applicable)
Company authorizes Distributor to perform language translation of all materials,
which Company delivers to the Distributor in hard copy (paper) or electronic
form, and to perform hard copy or electronic duplication of translated materials
to satisfy customer orders.
SECTION 7 TERMINATION
Either party shall have the right to terminate the Agreement at any time with or
without cause and without written notice to either party. Termination of the
Agreement shall not operate as cancellation of any indebtness owing to one party
by the other at the time of such termination except as noted in the Leadership
Benefits section of the Marketing Plan. On termination, the Distributor and the
Company shall render an accounting to each other in accordance with Section 6.
SECTION 8 WAIVER
Neither the waiver by wither party hereto of a breech of or a default under any
of the provisions of the Agreement, nor the failure of either party, on one or
more occasions, to enforce any of the provision of the Agreement or to exercise
any right or privilege hereunder shall thereafter be construed as a waiver of
any subsequent breach or default of a similar nature, or as a waiver of any such
provision, rights, or privileges hereunder.
SECTION 9 COMPLETE AGREEMENT AND NONASSIGNABILITY
The Agreement represents the complete agreement between the parties, and
supersedes all previous agreements. The Agreement is personal to the Distributor
and may not be assigned by the Distributor without the written consent of the
company. The Company may assign the Agreement to any successor entity to the
Distributor, or to any entity that acquires substantially all of the assets and
assumes substantially all of the liabilities of the Distributor.
SECTION 10 APPLICABLE LAW AND SEVERABILITY
If any provision of the Agreement is unforceable or invalid, the Agreement shall
be ineffective only to the extent of such provision and the validity of the
remaining provisions of the Agreement shall not be affected. The right to amend
the content of this Agreement is reserved by the Company, and amendments may be
published when deemed necessary.
