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Business — Comments Off on Sample Loan or Debt Repayment Agreement for Personal & Employee Loans
29
Aug 21

Sample Loan or Debt Repayment Agreement for Personal & Employee Loans

Tips & Techniques to Write Loan or Debt Repayment Agreement

Following are the Tips & Techniques for proper Loan or Debt Repayment agreement to safe the interest of lender and borower.

  1. The tough language involved in this document is required to improve your chances of collecting on a defaulted note or loan.
  2. Details About Collection Costs, Attorney’s Fees, and Late Charge.  
  3. Details about Default Events like death of borowers, bankcurreptcy and other events
  4. The strict terms are required to improve the odds of ultimate collection.
  5. This is a simple straightforward document that only requires the signatures of the party.
  6. If you are concerned about any later dispute, and being on the safe side is always prudent, we recommend you obtain a notary verification and signature as well.
  7. Make multiple copies and distribute them to the parties. You should keep your copies with your corporate or personal records.



Sample Loan or Debt Repayment Agreement for Personal or Employee Loaning

$ ______________ (Loan or Note)                                                    __________ (Date)

For value received, the undersigned _____________________________________

(“Borrower”), _________________________________________ (Address), promises to pay to the order of ____________________________________(“Lender”), the face value of the loan or note of $ _____________ at a monthly interest rate of __% or annual interest rate of __%, in monthly Installments as described further below, to a place designated by Lender, which may from time to time change per the written notice of Lender to Borrower, with the initial address being ___________________________.

Until the Loan or Note is due in full, for whatever reason, the unpaid principal and accrued interest shall be payable in monthly instalments (“Installments”), payable on the first of each month (“Installment Due Date”) of $ __________, and continuing until ______________ (“Due Date”), at which time the remaining unpaid principal, interest, and other costs, if any, shall be due in full unless this Note was called earlier per the rights of the Lender under this Agreement.

Any payments on this Note shall first be applied against legal or collection costs until paid in full, as then may be due, and then against the outstanding interest, until paid in full, as then may be due, and finally applied to the outstanding principal balance.

1.  Prepayment. 

The Borrower reserves the right to prepay this Note (in whole or in part) prior to the Due Date with no prepayment penalty.

2.  Collection Costs, Attorney’s Fees, and Late Charge. 

If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process, without protest of any kind, legal or otherwise.  If the note remains unpaid for an additional 30 days after Lender gives demand, the Borrower shall be required to pay a 5% late charge based on the Installment amount.  Each late Installment shall make another 5% due.

3.  Default Events. 

If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender, shall become due immediately, without demand or notice:

1) failure of the Borrower to pay the monthly instalment payment on or before the Installment Due Date;

       2)  death of the Borrower or Lender;

       3)  filing of bankruptcy proceedings involving the Borrower as a Debtor;

       4)  application for the appointment of a receiver for the Borrower;

       5)  making of a general assignment for the benefit of the Borrower’s creditors;

       6) insolvency of the Borrower;

       7) misrepresentation by the Borrower to the Lender for the purpose of obtaining or

extending credit.



4.  Borrower Waivers. 

waives presentment for payment, protest, and notice of protest and nonpayment of this Note.

5.  Additional Lender Rights. 

No renewal or extension of this Note, delay in enforcing any right of the Lender under this Note, or assignment by Lender of this Note shall affect the liability or the obligations of the Borrower.  All rights of the Lender under this Note are cumulative and may be exercised concurrently or consecutively at the Lender’s option.

6.  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 recognized overnight delivery service such as FedEx.

If to the Borrower:  ______________________________________________________.

If to the Lender: ________________________________________________________.

7.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

8.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that is not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

9.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

10.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party and do not alter any terms of this Agreement.

11.  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.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Borrower                                                                                 Lender

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Business — Comments Off on Agreement for Assignment & Transfer of Lease
15
Aug 21

Agreement for Assignment & Transfer of Lease

This Assignment of Equipment Lease (“Assignment”) is made as of  _______________ (Date) by and between ___________________________ Original Lessee (“Assignor”) of _______________________________ (Address) and ___________________________ New Lessee (“Assignee”) of _______________________________________________.

Whereas by a lease dated _________ made between ____________________, the original Lessor (the “Lessor”) and the Assignor (the “Lease”), the Lessor leased to the Assignor ___________________________________________ (“Equipment”), subject to the covenants and agreements contained in the Lease, a copy of which is attached hereto as Exhibit 1; and the Assignor wishes to assign to the Assignee, and the Assignee wishes to be assigned, the Lease;

Therefore in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties hereby agree as follows:

1.       The Assignor hereby assigns to the Assignee its interest in the Equipment and the Lease and all benefit and advantage to be derived therefrom.

2.       The Assignee covenants and agrees to pay the monthly lease payments and observe and perform all of the lessee’s covenants and obligations contained in the Lease.

3.       The Assignee agrees to be bound by all the terms, covenants, conditions and obligations in the Lease as if the Assignee had entered into the Lease with the Lessor and as if the Assignee were the original lessee under the Lease.

4.    The Assignee agrees to obtain consent from the Lessor, whereby the Lessor consents to the assignment of the Lease to the Assignee.

5.       The Assignee indemnifies and holds harmless the Assignor from and against any and all costs, expenses, damages and losses which the Assignor may suffer or incur relating to the Equipment and the Lease from and after the date hereof, including but not limited to any costs, expenses, damages and losses which arise as a result of the failure of the Assignee to comply with the terms of this paragraph.

6.       This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

7. 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 a recognized over night delivery service such as FedEx.

If to the Assignor: _____________________________________________________.

If to the Assignee: _____________________________________________________.

If to the Lessor: _______________________________________________________.

8.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

9.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

10.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

11.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

12.  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.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Assignor                                                                                  Assignor

___________________                                                          _______________________

Date                                                                                        Lessor

Exhibit 1:  Original Lease


Agreement for Assignment & Transfer of Lease – Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  This is a straightforward Assignment Agreement, which may be modified for other assignments.

  1. Make multiple copies so all parties may have one original copy.  Include a copy in your minute book, make it available to any financial institution that requires you to provide copies of capital equipment obligations, and keep a separate copy in the equipment lease or vendor file.
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Business — Comments Off on Non Exclusive Distribution Agreement Template
15
Aug 21

Non Exclusive Distribution Agreement Template

Comprehensive Non Exclusive distribution agreement template. The manufacturer also mentioned the distribution territory. Available in PDF and word document

This Non-Exclusive Distributorship Agreement (“Agreement”) is made and effective this ______________ (Date), by and between (“Distributor”) ________________________ (Name and Address) and (“Manufacturer”) ____________________________________ (Name and Address).  Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as a non-exclusive distributor of Manufacturer’s products within a defined area as set forth herein.

Therefore, in consideration of the mutual agreements and promises set forth herein, it is agreed:  

1. Rights Granted.

Manufacturer hereby grants to Distributor the non-exclusive right, on the terms and conditions set forth herein, to purchase, inventory, promote and resell “Manufacturer’s Products” (as defined below) within the following area (the “Territory”):  Nothing herein shall prevent or prohibit Manufacturer from selling any of Manufacturer’s Products to other distributors or directly to customers other than the ones as listed as follows: __________________________.

2. Products.

The term “Manufacturer’s Products,” in this Agreement, shall mean the products, related service parts and accessories manufactured and/or sold by Manufacturer as follows: _____________.

3. Terms of Sale.

All sales of Manufacturer’s Products to Distributor shall be made pursuant to this Agreement at such prices and on such terms, as Manufacturer shall establish from time to time with at least thirty (30) days written notice.  All prices are FOB Manufacturer’s plant or warehouse location unless otherwise stated in this Agreement.   Risk of loss due to damage or destruction of Manufacturer’s Products shall be the responsibility of the Distributor after delivery to the carrier for shipment.  The manufacturer will select the shipper unless the Distributor requests a reasonable alternative.  All orders are subject to acceptance by the Manufacturer.  Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all aspects of the dealings between the parties with respect to the Manufacturer’s Products and any additional or different terms in any Distributor order are hereby rejected unless the parties specifically agree to them in advance of shipment and mutually sign another agreement to that effect.

4. Payment.

Distributor shall pay all charges due hereunder within thirty (30) days after the date of the Manufacturer’s invoice.  Payment shall be made as shown on the invoice.  Manufacturers may impose a late payment charge of one percent (I.5%) per month on any overdue unpaid balances.

5. Marketing Policies.

Distributor will at all times maintain adequate inventories of Manufacturer’s Products and will promote vigorously and effectively the sale of Manufacturer’s Products through all channels of distribution prevailing in the Territory, in conformity with Manufacturer’s established marketing policies and programs.  Distributor will use its best efforts to sell Manufacturer’s Products to aggressive, reputable, and financially responsible dealers providing satisfactory consumer service throughout Distributor’s primary marketing area.  The distributor is authorized to enter into written agreements with its dealers relating to the purchase, resale and service of Manufacturer’s Products on forms approved by the manufacturer for this purpose.  The risk of collection from dealers, however, is entirely the risk undertaken by the Distributor.  The Distributor may not, under any circumstances, chargeback the Manufacturer for unpaid invoices by a dealer or dealers.

6. Distributor’s General Duties.

  1. Distributor shall maintain a place of business in the Territory, including suitable showroom facilities to display Manufacturer’s Products.  Distributor shall provide maintenance service on Manufacturer’s Products sold in the Territory, using qualified personnel and subject to service policies satisfactory to the Manufacturer.
  1.  Distributor shall hire sales personnel or appoint representatives to introduce, promote, market and sell Manufacturer’s Products in the Territory.  Distributor shall adequately train such personnel and/or representatives.  Distributor shall employ sufficient numbers of sales personnel and/or representatives to market Manufacturer’s Products in the Territory.
  1. Distributor agrees not to engage in the distribution promotion, marketing or sale of any goods or products that compete or conflict with Manufacturer’s Products.  Distributor agrees to supply to Manufacturer a list of items handled by Distributor following Manufacturer’s request to ensure that no conflict exists.

7. Sales Policies.

  1. Manufacturers may establish sales quotas, giving reasonable regard to past performance and market potential of the manufacturer’s Products, from time to time.  Distributor agrees to employ sales personnel of demonstrated capacity to attain such quotas and consents to rewards directly to such personnel by Manufacturer in recognition of superior performance.
  • The manufacturer will provide Distributor with merchandising assistance from time to time in the form of advertising programs, product and sales training, and field sales assistance.
  • Distributor agrees to use such assistance in carrying out Manufacturer’s merchandising and sales promotion policies.

8. Advertising Policies.

The manufacturer will cooperate with Distributor and its dealers in providing for continuous and effective advertising and promotion of Manufacturer’s Products throughout the Territory, and Distributor agrees at Distributor’s expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Manufacturer may establish and offer to Distributor from time to time.  Nothing herein shall prevent Distributor from separately advertising and marketing the Manufacturer’s Products within the Territory, provided the form and content of the advertising or marketing materials are approved by Manufacturer in advance.

9. Warranty Policies.

If any of Manufacturer’s Products are proven to Manufacturer’s satisfaction to have been defective at the time of sale to Distributor, Manufacturer will make an appropriate adjustment in the original sales price of such product or, at Manufacturer’s election, replace the defective product.  The manufacturer shall provide to Distributor information with respect to Manufacturer’s limited warranty extended to the original consumer of Manufacturer’s Products.  THE MANUFACTURER MAKES NO WARRANTY TO THE DISTRIBUTOR, OR ITS CUSTOMERS, WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification.

  1. Manufacturer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of inherent defects in any of Manufacturer’s Products existing at the time such product is sold by Manufacturer to Distributor, provided that Distributor gives Manufacturer immediate notice of any such loss or claim and cooperates fully with Manufacturer in the handling thereof.
  • Distributor agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence of Distributor, Distributor’s agents, employees or representatives in the installation, use, sale or servicing of Manufacturer’s Products or arising out of any representation or warranty made by Distributor, its agents, employees or representations with respect to Manufacturer’s Products that exceed Manufacturer’s limited warranty.  Further, in the event that any of Distributor’s dealers shall, with respect to any of Manufacturer’s Products purchased from Distributor, fail to discharge the dealer’s obligations to the original consumer pursuant to the terms and conditions of Manufacturer’s product warranty and consumer service policies, Distributor agrees to discharge promptly such unfulfilled obligations.

11. Order Processing and Returns.

  1. The manufacturer will employ its best efforts to fill the Distributor’s orders promptly on acceptance but reserves the right to allot available inventories among distributors and end-user customers at its discretion.
  • Except for the Manufacturer’s products that are defective at the time of sale to the Distributor, the Manufacturer shall not be obligated to accept any of the Manufacturer’s Products that are returned.  In the event such returns are accepted, the Manufacturer may impose a reasonable restocking charge.

12. Financial Policies.

Distributor acknowledges the importance to Manufacturer of Distributor’s sound financial

operation and Distributor expressly agree that it will:

  1. Maintain and employ in connection with Distributor’s business and operations under this Agreement such working capital and net worth as may be required to enable Distributor properly carry out and perform all of Distributor’s duties, obligations and responsibilities under this Agreement;
  • Pay promptly all amounts due Manufacturer in accordance with terms of sale extended by Manufacturer from time to time;
  • Furnish Manufacturer with financial statements in such form as Manufacturer may reasonably require from time to time for credit purposes; and
  • Furnish, at Manufacturer’s request, a detailed reconciliation of Manufacturer’s statements of account with Distributor’s records, listing all differences, and showing net amount Distributor acknowledges being due Manufacturer.

In addition to any other right or remedy to which the Manufacturer may be entitled, shipments may be suspended at Manufacturer’s discretion in the event that the Distributor fails to promptly and faithfully discharge each and every obligation in this Section.

13. Use of Manufacturer’s Name.

Distributor will not use, authorize or permit the use of, the name or any other trademark or trade name owned by Manufacturer as part of its firm, corporate or business name in any way.  Distributor shall not contest the right of Manufacturer to exclusive use of any trademark or trade name used or claimed by Manufacturer.  Distributor may, subject to Manufacturer’s policies regarding reproduction of same, utilize Manufacturer’s name, trademarks and logos in advertising, on stationery and business cards, or on its website.

14. Relationship of the Parties.

The relationship between the Manufacturer and Distributor is that of vendor and vendee.  Distributor, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Manufacturer.  Distributor will not modify any of Manufacturer’s Products without written permission from Manufacturer.  Neither Distributor nor Manufacturer shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever.

15. Term and Termination.

Unless earlier terminated as provided below, the term of this Agreement shall commence on ________________ (Date) and shall continue until  ______________ (Date).  At the end of the term, the Agreement shall continue until terminated by either party on at least 30 Days prior notice.

  1. The manufacturer may terminate at any time by written notice given to Distributor not less than ninety (90) days prior to the effective date of such notice in the event Manufacturer decides to terminate all outstanding distributor agreements for Manufacturer’s Products and to offer a new or amended form of the distributor agreement.
  • Manufacturer may terminate this Agreement upon notice to Distributor on any of the following events: (1) failure of Distributor to fulfillor perform any one of the duties, obligations or responsibilities of Distributor in this Agreement, which failure not cured within 30 Days notice from Manufacturer; (2) any assignment by Distributor of any interest in this agreement or delegation of Distributor’s obligations without Manufacturer’s written consent; (3) any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of a material interest in the direct or indirect ownership or any change in the managers of Distributor; (4) failure of Distributor for any reason to function in the ordinary course of business; (5) conviction in a court of competent jurisdiction of Distributor, or of a significant partner, principal officer or major stockholder of Distributor for any violation of law that, in Manufacturer’s opinion, to affect adversely the operation or business of Distributor or the good name, goodwill, or reputation of Manufacturer, products of Manufacturer, or Distributor; or (6) submission by Distributor to Manufacturer of fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Manufacturer.

16. Obligations on Termination.

On termination of this Agreement, the Distributor shall cease to be an authorized distributor. 

All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale, become immediately due and payable;

  1. All unshipped orders shall be cancelled without liability of either party to the other;
  2. Distributor will resell and deliver to Manufacturer on-demand, free and clear of liens and encumbrances, such of Manufacturer’s Products and materials bearing Manufacturer’s name as Manufacturer shall elect to repurchase, at a mutually agreed price, but not in excess of Manufacturer’s current price to distributors for such products and materials, provided that Manufacturer shall not be obligated to pay Distributor for any item originally provided free of charge;
  1. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or account of expenditures, investments, lease or commitments in connection with the business or goodwill of Manufacturer or Distributor or for any other reason whatsoever growing out of such termination.
  1. In sum, both parties acknowledge that termination of this Agreement at some point is highly probable and should be treated in the ordinary course of business with both parties exerting their best efforts to end the relationship amicably.

17.  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 recognized overnight services such as Federal Express.

If to Manufacturer: _______________________________________________________.

(Name & Address)

If to Distributor:  ________________________________________________________.

(Name & Address)

18.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

19.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that is not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

20.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

21.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party and do not alter any terms of this Agreement.

22.  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.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Manufacturer                                                                     Distributor

Distributorship Agreement – Non Exclusive Review List

This review list is provided to inform you about the non exclusive distribution agreement in question and assist you in its preparation.

1.  The Manufacturer should be alert to the dangers in establishing any long-term exclusive relationship with a Distributor.  This non-exclusive agreement sidesteps most of those issues. 

2.    This agreement creates a non-exclusive right on behalf of the Distributor to market the products in the territory defined by the parties.   This is a relatively benign agreement with limited recourse of the Distributor against the Manufacturer.

Manufacturers still need to also be alert that terminating a Distributor with or without cause, can lead to serious legal charges being brought against the Manufacturer involving everything from the broad category of “good faith” dealing with antitrust claims.  This is an area ripe with dangerous legal traps that are different in many states.  Before entering into a non-exclusive Distributor Agreement we strongly recommend you consult with a knowledgeable business attorney about the implications in your state and the Distributor’s state regarding such agreements.  Having said this, there are far fewer risks associated with a non-exclusive than with an exclusive agreement.

3.   Print two copies of the Agreement so each party can have a copy that is an original.

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Business — Comments Off on Exclusive & Sole Distribution Agreement Template
15
Aug 21

Exclusive & Sole Distribution Agreement Template

This Exclusive Distributorship Agreement (“Agreement”) is made and effective this ______________ (Date), by and between (“Distributor”) ________________________ (Name and Address) and (“Manufacturer”) ____________________________________ (Name and Address).  Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as an exclusive distributor of Manufacturer’s products within a defined area as set forth herein.

Therefore, in consideration of the mutual agreements and promises set forth herein, it is agreed:  

1. Rights Granted.

Manufacturer hereby grants to Distributor the exclusive right, on the terms and conditions set forth herein, to purchase, inventory, promote and resell “Manufacturer’s Products” (as defined below) within the following area (the “Territory”):  Nothing herein shall prevent or prohibit Manufacturer from selling any of Manufacturer’s Products directly to the customers and other distributors in territories as defined as follows: ______________________________________________________________________.

2. Products.

The term “Manufacturer’s Products,” in this Agreement, shall mean the products, related service parts and accessories manufactured and/or sold by Manufacturer as follows: _________________________________________________.

3. Terms of Sale.

All sales of Manufacturer’s Products to Distributor shall be made pursuant to this Agreement at such prices and on such terms, as Manufacturer shall establish from time to time with at least thirty (30) days written notice.  All prices are FOB Manufacturer’s plant or warehouse location unless otherwise stated in this Agreement.   Risk of loss due to damage or destruction of Manufacturer’s Products shall be the responsibility of the Distributor after delivery to the carrier for shipment.  The manufacturer will select the shipper unless the Distributor requests a reasonable alternative.  All orders are subject to acceptance by the Manufacturer.  Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all aspects of the dealings between the parties with respect to the Manufacturer’s Products and any additional or different terms in any Distributor order are hereby rejected unless the parties specifically agree to them in advance of shipment and mutually sign another agreement to that effect.

4. Payment.

Distributor shall pay all charges due hereunder within thirty (30) days after the date of the Manufacturer’s invoice.  Payment shall be made as shown on the invoice.  The manufacturers may impose a late payment charge of one percent (I.5%) per month on any overdue unpaid balances.

5. Marketing Policies.

Distributor will at all times maintain adequate inventories of Manufacturer’s Products and will promote vigorously and effectively the sale of Manufacturer’s Products through all channels of distribution prevailing in the Territory, in conformity with Manufacturer’s established marketing policies and programs.  Distributor will use its best efforts to sell Manufacturer’s Products to aggressive, reputable, and financially responsible dealers providing satisfactory consumer service throughout Distributor’s primary marketing area.  The distributor is authorized to enter into written agreements with its dealers relating to the purchase, resale and service of Manufacturer’s Products on forms approved by the manufacturer for this purpose.  The risk of collection from dealers, however, is entirely the risk undertaken by the Distributor.  The Distributor may not, under any circumstances, chargeback the Manufacturer for unpaid invoices by a dealer or dealers.

6. Distributor’s General Duties.

  1. Distributor shall maintain a place of business in the Territory, including suitable showroom facilities to display Manufacturer’s Products.  Distributor shall provide maintenance service on Manufacturer’s Products sold in the Territory, using qualified personnel and subject to service policies satisfactory to the Manufacturer.
  1.  Distributor shall hire sales personnel or appoint representatives to introduce, promote, market and sell Manufacturer’s Products in the Territory.  Distributor shall adequately train such personnel and/or representatives.  Distributor shall employ sufficient numbers of sales personnel and/or representatives to market Manufacturer’s Products in the Territory.
  1. Distributor agrees not to engage in the distribution promotion, marketing or sale of any goods or products that compete or conflict with Manufacturer’s Products.  Distributor agrees to supply to Manufacturer a list of items handled by Distributor following Manufacturer’s request to ensure that no conflict exists.

7. Sales Policies.

  1. Sales quotas, giving reasonable regard to past performance and market potential of the manufacturer’s Products, may be established by the Manufacturer from time to time.  Distributor agrees to employ sales personnel of demonstrated capacity to attain such quotas and consents to rewards directly to such person by Manufacturer in recognition of superior performance.
  • The manufacturer will provide Distributor with merchandising assistance from time to time in the form of advertising programs, product and sales training, and field sales assistance.
  • Distributor agrees to use such assistance in carrying out Manufacturer’s merchandising and sales promotion policies.

8. Advertising Policies.

The manufacturer will cooperate with Distributor and its dealers in providing for continuous and effective advertising and promotion of Manufacturer’s Products throughout the Territory, and Distributor agrees at Distributor’s expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Manufacturer may establish and offer to Distributor from time to time.  Nothing herein shall prevent Distributor from separately advertising and marketing the Manufacturer’s Products within the Territory, provided the form and content of the advertising or marketing materials are approved by Manufacturer in advance.

9. Warranty Policies.

If any of Manufacturer’s Products are proven to Manufacturer’s satisfaction to have been defective at the time of sale to Distributor, Manufacturer will make an appropriate adjustment in the original sales price of such product or, at Manufacturer’s election, replace the defective product.  The manufacturer shall provide to Distributor information with respect to Manufacturer’s limited warranty extended to the original consumer of Manufacturer’s Products.  THE MANUFACTURER MAKES NO WARRANTY TO THE DISTRIBUTOR, OR ITS CUSTOMERS, CONCERNING THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification.

  1. Manufacturer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of inherent defects in any of Manufacturer’s Products existing at the time such product is sold by Manufacturer to Distributor, provided that Distributor gives Manufacturer immediate notice of any such loss or claim and cooperates fully with Manufacturer in the handling thereof.
  • Distributor agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence of Distributor, Distributor’s agents, employees or representatives in the installation, use, sale or servicing of Manufacturer’s Products or arising out of any representation or warranty made by Distributor, its agents, employees or representations with respect to Manufacturer’s Products that exceeds Manufacturer’s limited warranty.  Further, in the event that any of Distributor’s dealers shall, with respect to any of Manufacturer’s Products purchased from Distributor, fail to discharge the dealer’s obligations to the original consumer pursuant to the terms and conditions of Manufacturer’s product warranty and consumer service policies, Distributor agrees to discharge promptly such unfulfilled obligations.

11. Order Processing and Returns.

  1. The manufacturer will employ its best efforts to fill the Distributor’s orders promptly on acceptance but reserves the right to allot available inventories among distributors and end-user customers at its discretion.
  • Except for the Manufacturer’s products that are defective at the time of sale to Distributor, Manufacturer shall not be obligated to accept any of the Manufacturer’s Products that are returned.  In the event such returns are accepted, the Manufacturer may impose a reasonable restocking charge.

12. Financial Policies.

Distributor acknowledges the importance to Manufacturer of Distributor’s sound financial

operation and Distributor expressly agree that it will:

  1. Maintain and employ in connection with Distributor’s business and operations under this Agreement such working capital and net worth as may be required to enable Distributor properly carry out and perform all of Distributor’s duties, obligations and responsibilities under this Agreement;
  • Pay promptly all amounts due Manufacturer in accordance with terms of sale extended by Manufacturer from time to time;
  • Furnish Manufacturer with financial statements in such form as Manufacturer may reasonably require from time to time for credit purposes; and
  • Furnish, at Manufacturer’s request, a detailed reconciliation of Manufacturer’s statements of account with Distributor’s records, listing all differences, and showing net amount Distributor acknowledges being due Manufacturer.

In addition to any other right or remedy to which the Manufacturer may be entitled, shipments may be suspended at Manufacturer’s discretion in the event that Distributor fails to promptly and faithfully discharge each and every obligation in this Section.

13. Use of Manufacturer’s Name.

Distributor will not use, authorize or permit the use of, the name or any other trademark or trade name owned by Manufacturer as part of its firm, corporate or business name in any way.  Distributor shall not contest the right of Manufacturer to exclusive use of any trademark or trade name used or claimed by Manufacturer.  Distributor may, subject to Manufacturer’s policies regarding reproduction of same, utilize Manufacturer’s name, trademarks and logos in advertising, on stationery and business cards, or on its website.

14. Relationship of the Parties.

The relationship between the Manufacturer and Distributor is that of vendor and vendee.  Distributor, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Manufacturer.  Distributor will not modify any of Manufacturer’s Products without written permission from Manufacturer.  Neither Distributor nor Manufacturer shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever.

15. Term and Termination.

Unless earlier terminated as provided below, the term of this Agreement shall commence on ________________ (Date) and shall continue until  ______________ (Date).  At the end of the term, the Agreement shall continue until terminated by either party on at least 30 Days prior notice.

  1. The manufacturer may terminate at any time by written notice given to the Distributor not less than ninety (90) days prior to the effective date of such notice in the event Manufacturer decides to terminate all outstanding distributor agreements for Manufacturer’s Products and to offer a new or amended form of the distributor agreement.
  • Manufacturer may terminate this Agreement upon notice to Distributor on any of the following events: (1) failure of Distributor to fulfillor perform any one of the duties, obligations or responsibilities of Distributor in this Agreement, which failure not cured within 30 Days notice from Manufacturer; (2) any assignment by Distributor of any interest in this agreement or delegation of Distributor’s obligations without Manufacturer’s written consent; (3) any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of a material interest in the direct or indirect ownership or any change in the managers of Distributor; (4) failure of Distributor for any reason to function in the ordinary course of business; (5) conviction in a court of competent jurisdiction of Distributor, or of a significant partner, principal officer or major stockholder of Distributor for any violation of law that, in Manufacturer’s opinion, to affect adversely the operation or business of Distributor or the good name, goodwill, or reputation of Manufacturer, products of Manufacturer, or Distributor; or (6) submission by Distributor to Manufacturer of fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Manufacturer.

16. Obligations on Termination.

On termination of this Agreement, the Distributor shall cease to be an authorized distributor. 

All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale, become immediately due and payable;

  1. All unshipped orders shall be cancelled without liability of either party to the other;
  2. Distributor will resell and deliver to Manufacturer on-demand, free and clear of liens and encumbrances, such of Manufacturer’s Products and materials bearing Manufacturer’s name as Manufacturer shall elect to repurchase, at a mutually agreed price, but not over Manufacturer’s current price to distributors for such products and materials, provided that Manufacturer shall not be obligated to pay Distributor for any item originally provided free of charge;
  1. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Manufacturer or Distributor or for any other reason whatsoever growing out of such termination.
  1. In sum, both parties acknowledge that termination of this Agreement at some point is highly probable and should be treated in the ordinary course of business with both parties exerting their best efforts to end the relationship amicably.

17.  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 recognized overnight services such as Federal Express.

If to Manufacturer: _______________________________________________________.

(Name & Address)

If to Distributor:  ________________________________________________________.

(Name & Address)

18.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

19.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

20.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

21.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

22.  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.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Manufacturer                                                                     Distributor

Distributorship Agreement – Exclusive Review List

This review list is provided to inform you about the document in question and assist you in its preparation.

1.    The Manufacturer should be alert to the dangers in establishing any long-term exclusive relationship with a Distributor.  Most of these relationships accrue to the benefit of the Distributor, not the Manufacturer.  Notable cases include Coke, Pepsi, McDonald’s and others who had to buy back their rights at considerable expense from these parties.  The reverse is true for Distributors.  It is usually in their best interests to acquire as many of these agreements as possible in the hopes that one or two will turn into the gold mine that a Coke, Pepsi, or McDonald’s franchise has done.

2.  Manufacturer should consider long and hard whether they can get the same result, or nearly the same result, with a nonexclusive Agreement.  Nonexclusive Agreements give the Distributor less leverage over the Manufacturer in situations where the Distributor performs poorly.  These agreements are more common today, for that reason than exclusive Agreements.  If the Manufacturer chooses to go ahead with an Exclusive agreement, they must extra cautious about investigating the financial and marketing power and commitment of the Distributor.  In simple terms, the back door or exit position is much weaker, and distributors that seek exclusive agreements, and don’t back off the request easily, are usually prepared to fight hard to keep their exclusive agreements, no matter how poorly they perform.

3.    This agreement creates an exclusive right on behalf of the Distributor to market the products in the territory defined by the parties.  This means that other distributors cannot in the territory.  Make sure that an exclusive arrangement is what both parties have negotiated and can tolerate, especially the Manufacturer.

  • Manufacturers, once again, need to also be alert that terminating a Distributor with our without cause, can lead to serious legal charges being brought against the Manufacturer involving everything from the broad category of “good faith” dealing to antitrust claims.  This is an area ripe with dangerous legal traps that are different in many states.  Before entering into an Exclusive Distributor Agreement we strongly recommend you consult with a knowledgeable business attorney about the implications in your state and the Distributor’s state regarding such agreements.

5.   Print two copies of the Agreement so each party can have a copy that is an original.

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Business — Comments Off on Sample Subscription & Agency Agreement Template
15
Aug 21

Sample Subscription & Agency Agreement Template

This agreement is made this _____ day of ___, 20__, between  ______________________, herein referred to as SUBSCRIBER, and ______________________ herein  referred to as AGENCY.

The term of this agreement shall begin on _____________________ and terminate on _____________________, unless earlier terminated as is provided herein.

AGENCY shall provide credit reports upon the request of  SUBSCRIBER. SUBSCRIBER warrants that all inquiries made shall be either pursuant to written consent from the subject of the inquiry or pursuant to a valid business reason and in conformity with all applicable laws and regulations related to the use of credit reports.

SUBSCRIBER agrees to indemnify AGENCY against any claims made against AGENCY for providing a credit report unlawfully to SUBSCRIBER.

SUBSCRIBER may from time to time provide information to AGENCY.  SUBSCRIBER warrants that any information provided by it shall be true and correct and were acquired legally.  SUBSCRIBER shall indemnify AGENCY from any claims related to the information provided by AGENCY. If any challenges are received to the data provided by SUBSCRIBER to the agency, SUBSCRIBER shall investigate the challenge and report the results of the verification as soon as possible, but in any event within the period required by applicable credit laws.

SUBSCRIBER shall pay a fee of $____________ (_____________________________________ & _____/100 dollars) per monthly in advance. In the event that the SUBSCRIBER fails to pay as agreed, AGENCY shall have the right to discontinue service, or, in its option, to accelerate payment of the remaining sums due. Any past due amounts shall bear interest at the highest legal rate.

This agreement shall be subject to the general terms and conditions related to the use or reporting of credit information as published by AGENCY. AGENCY shall provide all services in strict accordance with the applicable laws and regulations related to the provision of commercial or consumer credit reports and will indemnify and hold SUBSCRIBER harmless from any claims related to the performance by AGENCY of reports.

AGENCY may terminate this agreement at any time if in its sole discretion SUBSCRIBER is or is about to fail to comply with the general terms and conditions relating to the use or reporting of credit reports, or laws or regulations related to the same.

This is the entire agreement between the parties and only writing executed by both parties hereto may alter this agreement.

Dated: ___________________

For ______________________:

_____________________________________ By Agency

For ______________________:

_____________________________________ By Customer

Sample Subscription & Agency Agreement – Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Many service providers have their own agreements which usually are more onerous than the ones we provide for your use and modification.  Since you are the customer, if that is your role in this transaction, then you can decide to use your own agreement.  If you are the service provider, you can adapt this agreement to many other purposes.

1.  Make multiple copies.  Give a signed copy to each party.

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Business — Comments Off on Template for Co-Op Promotional and Sales Agreement between Seller & Reseller
14
Aug 21

Template for Co-Op Promotional and Sales Agreement between Seller & Reseller

Template for Co-Op Promotional and Sales Agreement between seller and reseller. Template for reseller agreement, promotional agreement, reseller sample contract. Available in PDF and Word formats.

This Co-op Promotional Agreement (“Agreement”) is made and effective this ________ (Date), by and between (“Vendor”)__________________________________________ (name and address) and (“Reseller”) _____________________________________ _ (name and address).

Vendor sells products under the trade name ________________________ (“Product). Reseller resells and/or promotes the sale of many goods.

Vendor and Reseller desire to arrange for Vendor to supply the following materials and pay to Reseller for Reseller’s promotion of the Product as set forth herein.

Therefore, in consideration of the foregoing, it is agreed:

1. Product Promotion.

Reseller agrees to provide the following special promotion or promotions of the Product (“Promotion”): _________________________________________________. Reseller will take the necessary steps to insure the Promotion is timely and completely carried out by doing one or more of the following, as appropriate:  delivering through messenger or other service to each of Reseller’s selling locations or outlets the promotional material (s) and/or products described in this Agreement, informing local managers that Vendor’s personnel will be present to provide additional training and or support, and the dates of the training and support, and/or confirming with local managers that Reseller’s obligations are being timely completed.  If the Promotion involves placement of Vendor’s advertising in a catalog, tabloid or circular insert, Reseller shall insure that such advertisement or insertion, if any, is made exactly as specified in this Agreement.

2.        Materials.

A. The following materials, if required, are provided by Vendor upon execution of this Agreement or will be provided shortly to enable Reseller to timely complete the Promotion: _________________________________________________________.

B.  The following materials, if any, are in the possession of Reseller and will be used by

Reseller in performing their duties in the Promotion (s): _________________________.

3. Term.

The Reseller will completely implement the Promotion not later than ____________ and the promotion shall continue until ______________________.

4. Principal Contacts and Notices.

The principal contact for each party for the purpose of discussing matters related to this

Agreement is as follows:

If to Reseller: __________________________________________________________.

If to Vendor:    __________________________________________________________.

Any notice given pursuant to this Agreement shall be in writing to the firms identified above by a recognized overnight delivery service such as Federal Express.

5. Proof of Performance.

Reseller shall provide Vendor reasonable proof that the Promotion has been completed on a timely basis including, but not limited to the following evidence: ______________________________________________________________________.

6. Fees & Charges.

In consideration of the performance of the Promotion as set forth herein, Vendor shall pay Reseller  ____________________. The vendor shall pay the fee to Reseller not later than thirty (30) days following Reseller’s’ delivery to Vendor of proof of performance as set forth in Section 5 above together with Reseller’s invoice.  Reseller is entitled to deduct the amount of its fees for the Promotion from amounts to be paid to Vendor for Product purchases or any other charges.  In the event of a good faith partial performance by the Reseller, the Vendor shall pay Reseller a pro rata portion of the fees, but only if Reseller has substantially completed its obligations in this Agreement.

7. Use of Trademarks.

The vendor hereby grants to Reseller a limited right and license to use Vendor’s name, logo, and trademarks associated with the Product to perform Reseller’s obligations in this Agreement.  Use of the trademarks is subject to Vendor’s prior approval.  Reseller’s license in the Marks shall terminate upon the conclusion of the Promotion.

8. Complete Performance.

In the event, the Reseller fails to supply adequate proof of performance, or if Reseller has not substantially completed the Promotion for the benefit of the Vendor as set forth in this Agreement, the Vendor shall not be obligated to pay any part of the fee to Reseller.  In such event, the Vendor may offer to Reseller its next available similar promotional opportunity that Reseller may accept or reject at its own discretion.

9. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

10. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

11. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

12. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

13. 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.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Vendor                                                                                              Reseller

Co-Op Promotional and Sales Agreement – Review List

This review list is provided to inform you about the document in question and assist you in its preparation.

  1. Co-op allowances are typically “coerced” by resellers and retailers to entice vendors to get them to buy.  Percentage of Sales are less risky from a business sense than flat fees which often exceed the value of the actual transaction the vendor is seeking.  In other words, vendors are often much better off to offer a “price” discount, even if a steep one, than risk that a flat fee will not be profitable from their standpoint.
  • Each party should review the terms of the Co-op Promotional Agreement. Make sure you are comfortable with all of the provisions, particularly concerning: definition of the “Promotion”; proof of performance; amounts to be paid and under what circumstances.
  • As with any Agreement, consider consulting a lawyer and print two copies of the Co-Op Promotional Agreement, so each party can have an original.
  • Finally, vendors should be aware that in entering the first of these kind of co-op agreements with a reseller or retailer, the reseller or retailer is apt to look to them for more of the same in the future.  In other words, although the first such Agreement is indeed temporary from a legal point of view, most resellers consider it an ongoing “opportunity” to require the Vendor to do more of the same from a business point of view.  In the most practical of terms, Simply Media rarely enters into these agreements, and when it does so, only on a percentage discount basis.  Co-op funds have killed more than a few of our competitors through requiring them to “overpay” for distribution and then being trapped into more of the same in the future.  Price discounts for promotional events, however, can be a win/win for both parties.  At least with a price discount, you “know” your costs.  With a front-end co-op Agreement, you cannot be sure you can earn out the fee.
  • From the Reseller or Retailer’s point of view, they should consider requesting a larger price discount, as opposed to a front-end fee, from their suppliers.  You can often negotiate quite a good deal if you approach the vendor appropriately on the subject.  Some of the best negotiations by Resellers and Retailers include doing the promotion a bit off-season which gives the Vendor added incentive to provide a good or even great deal.
  • Print two copies of the Agreement so each party may retain an original for their records.
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Business — Comments Off on Sample Consulting and Service Contract Template
14
Aug 21

Sample Consulting and Service Contract Template

Following is the Simple and comprehensive consulting service agreement for hr, freelancer, training, marketing, accountancy and template for all types of consulting services. 

This Consulting Agreement is made on _________________, by and between ______________ (“Consultant”) and _______________________ (“Customer”).

Whereas Customer requires certain services Consultant can provide, and Consultant wishes to provide services to Customer, the parties agree as follows:

  1. Description of Services.   Starting on ___________ (“Date”), Consultant shall provide the following services (“Services) for Customer:  ___________________________________.

2.  Performance of Services.  The manner in which the Services are to be performed and the hours to be worked by Consultant shall be determined by Customer.   Consultant shall get prior approval from Customer for the hours to be worked and billed by Consultant.

3.  Expense Reimbursement.  Consultant shall get prior approval for the kinds, types, and amounts of expenses to be reimbursed, if any, by the Customer.   

4.  Payment.  Customer will pay Consultant bi-weekly for Services performed and Expenses incurred according to this Agreement.

  • Support Services by Customer.  Customer shall provide the following support staff, office space, and services support to Consultant while on Customer premises (“Premises”):  _______________________________________________________________.

6.   Termination.  Either party may terminate this Agreement at any time, with or without cause.

7.   Relationship of the Parties.  A consultant is an independent contractor with respect to, and not an employee of, Customer.   Therefore, the Customer is not responsible for providing any fringe benefits to Consultant including, but not limited to, health insurance, paid vacation, or any other employee benefit.

8.  Disclosure.  The consultant must disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of the Customer.  Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to the business of the Customer.

9.   Employees.  Consultant’s employees, if any, who perform services for Customer under this Agreement, directly or indirectly, shall also be bound by the provisions of this Agreement.  Consultant shall make take all necessary steps to effect compliance with this condition of the Agreement.

10. Insurance.  Consultant shall obtain all necessary insurance and other benefits required by law for its employees or subcontractors.   Consultant shall show such evidence to Customer prior to beginning work on Customer’s premises.

11. Assignment.  Consultant’s obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Customer.  This consent may be withheld for any reason whatsoever.

12. Intellectual Property. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, “Intellectual Property”):

A. Consultant’s Intellectual Property. Interest in the Intellectual Property that is described on the attached Exhibit 1 is not subject to this Agreement.

B. Development of Intellectual Property.  Any improvements to Intellectual Property items listed on Exhibit 1, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Consultant or their Employees, if any, during the term of this Agreement shall be the property of Customer.  Consultant shall sign all documents necessary to perfect the rights of in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents.  Upon request, Consultant shall sign all documents necessary to assign the rights to such Intellectual Property to Customer.

13. Confidentiality. Consultant recognizes that Customer will disclose certain proprietary information of a broad nature.  Consultant agrees to hold all such information in confidence by itself, and by its employees if any.  This clause shall be interpreted broadly in favour of the Customer.

14. Unauthorized Disclosure of Confidential or other Information.  If it appears that Consultant has disclosed, or threatened disclosure, of Information in violation of this Agreement, Customer shall be entitled to an injunction to restrain Consultant or any of its employees, if any, from disclosing, in whole or in part, such Information, or from providing      any services to any party to whom such information has been disclosed or may be disclosed.   The customer shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

15. Confidentiality after Termination.  The confidentiality and non-disclosure provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

16.  Return of Records.  Upon termination of this Agreement, Consultant shall deliver all records, notes, memos, email, equipment, and any other related materials to Customer.  A consultant will eliminate, erase, and otherwise dispose of any copies under its, or its employees, if any, possession, custody, or control.

17. 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 recognized overnight delivery service such as FedEx.

If to the Consultant: _____________________________________________________.

If to the Customer: ___________________________________________________.

18.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

19.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that is not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

20.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

21.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party and do not alter any terms of this Agreement.

22.  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.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Customer                                                                                Consultant

___________________

Date

Sample Consulting Agreement – Review List

This review list is provided to inform you about this document in question and assist you in its preparation.  Customers should always get a consulting agreement signed to limit their exposure to expense and disclosure of confidential information.  If the consultant will not sign such an agreement, don’t do the deal.  If you are a consultant, a signed deal can benefit you to get terms and conditions agreed to so you can be assured of proper payment and treatment on the job.

  1. Sign in multiple copies.  Keep one copy with your file for the other party.
  1. If the Consultant only has one or two employees/contractors, get them to sign this Agreement as well.  If you are the Consultant, you are well-advised to get your employees/contractors to sign this Agreement so they are bound by its terms as well—and you are not left holding the proverbial “bag” should something go wrong.

This is a form of good care that will serve you well over time if you get these agreements signed on a regular basis.

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Business — Comments Off on Sample Consignment, Stock & Retail Agreement
14
Aug 21

Sample Consignment, Stock & Retail Agreement

This Consignment Agreement (“Agreement”)made as of ________ (Date), by and           between  ________________________ (“Consignor”) and _______________________ (“Consignee”).

Whereasthe Consignor wishes to sell certain products (“Products”) on consignment and

Consignee wishes to sell the Products on behalf of the Consignor;

Therefore in consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:

1.       Sale by Consignment.  The Consignee will, from time to time, place orders for the Products from the Consignor.  The Consignor may, at its sole discretion, accept such orders and ship such Products on consignment to the Consignee, subject to and in accordance with the terms and conditions of this Agreement.  The Consignee shall take delivery and make payment as required hereunder for all Products ordered by it, but nothing in this Agreement shall be deemed to obligate the Consignor to fill any or all of the Consignee’s orders for Products.

2.    Ownership of Products.  Title to, and property and ownership in, all Products shall remain with the Consignor until such time as their removal may be directed in writing by the Consignor or until such time as they may be disposed of by bona fide sale by or to the Consignee or as may otherwise be hereinafter provided.

3.       Payment for Products.  The Consignor shall invoice the Consignee for all Products shipped to the Consignee pursuant to the terms of this Agreement.  The Consignee shall, within thirty (30) days following the sale of any Product, pay to the Consignor the invoiced price of such Product plus applicable taxes.  For the purposes of this Agreement, the Consignee shall be deemed to have sold a Product if such Product is (i) sold by the Consignee, (ii) removed, withdrawn, lost or stolen from the Consignee’s stock on hand, (iii) damaged or destroyed, or (iv) otherwise not physically present in the Consignee’s stock on hand. The Consignee shall not be obligated to pay the Consignor for any Product that is returned to the Consignor undamaged in its original packaging.  All overdue amounts shall bear interest at the rate of twelve percent (12%) per year.

4.     Books and Records.  The Consignee will at all times maintain accurate books and records relating to the possession and sale of the Products and the proceeds thereof, and the Consignor may, upon request, examine the Consignee’s records for any purpose consistent with the terms of this Agreement.

5.       Risk of Loss.  All risk of loss in the Products shall pass to the Consignee upon shipment of the Products to the Consignee.  The Consignee shall insure the Products against all risks against which such goods are customarily insured and shall provide evidence of such insurance coverage to the Consignor upon request, from time to time.

6.      Location of Products/Right to Inspect.  Products will be kept at the address of the Consignee shown above, and the Consignee will not permit any Products to become kept or stored at any other location without the prior written consent of the Consignor.  The Consignee shall, at all reasonable times, and from time to time, allow the Consignor and the Consignor’s agents to enter upon any premises upon which the Products are located and examine or inspect the Products wherever located.

7.      Removal of Products.  The Consignor may, at any time, and for any reason whatsoever, take possession of and remove all or part of the Products with or without notice to the Consignee.  The Consignee hereby gives the Consignor the right to enter upon any premises upon which the Products are located in order to enforce the Consignor’s rights under this paragraph.

8.      Condition of Products.  The Consignee will keep the Products free from any lien, security interest or encumbrance adverse to the ownership interest of the Consignor, and shall maintain the Products in good condition and will not waste or destroy any of the Products or use the same in violation of any statute or ordinance.

9.       Not Intended as Security.  This Agreement and the sale of Products on consignment by the Consignor to the Consignee is not intended to be as security for any obligation of the Consignee to the Consignor.

10.     Termination.  This Agreement shall commence on the date upon which it is executed by both parties.  Either party may terminate this Agreement at any time upon giving thirty (30) days prior written notice to the other; provided however, that such termination shall not affect any payment obligation owing by the Consignee to the Consignor.  Upon termination of this Agreement, the Consignee shall pay to the Consignor, in addition to all other amounts owing to the Consignor, the invoiced price of all Products that are not returned to the Consignor undamaged in their original packaging.

11. 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 a recognized over night delivery service such as FedEx.

If to the Consignee: _____________________________________________________.

If to the Consignor: ___________________________________________________.

12.  No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

13.  Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  No change can be made to this Agreement other than in writing and signed by both parties.

14.  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

15.  Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

16.  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.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________                                              _______________________

Consignee                                                                               Consignor

___________________

Date

Consignment Agreement – Review List

This review list is provided to inform you about the document in question and assist you in its preparation.  Consignment agreements rarely work very well and the Consignor should work diligently to move the Consignee to being a paying customer.  Deep discounts are much to be preferred to the consignment, “Try it, you’ll like it,” approach.

As a practical matter for the Consignor should review the relationship monthly to be sure the terms and conditions are being lived up to and see if a possibility to converting the Consignee to a customer.  Remember, a consignment is not a sale and should not be accounted for in that manner according to GAP (Generally Accepted Accounting Principles).  If you attempt to pledge a consignment sale to almost any financial institution as a Sale or Accounts Receivable, you will be in violation of the agreement and usually chargeable with fraud for that action.  So be very careful how you account for any consignment transaction.

  1. Print multiple copies with each party having one.  Be sure to provide a copy to your outside financial institutions, if required by agreement with them.  Keep a copy with the Consignee’s file as well as in your minute book.
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Business / Suppliers — Comments Off on Template for Certificate of Seller, Amazon Seller Central
14
Aug 21

Template for Certificate of Seller, Amazon Seller Central

To: _________________ (Buyer)

Reference: ______________________ (Agreement)

In consideration of the closing of the above transaction, the Seller hereby certifies that:

1.         It is not and will not be a non-resident alien of the United States of America within the meaning of the Internal Revenue Code of 1986, as amended.

2.         It is the absolute owner of the Business and all chattels, fixtures and other equipment and assets set out in the Purchase Agreement (“Purchase Agreement”) between the Seller and the Buyer.

3.         All the chattels, fixtures, equipment and assets set out in the Purchase Agreement are free and clear of all liens, mortgages or other encumbrances and are in good working order, other than those expressly listed in the Purchase Agreement.

4.         The Business is free and clear of all debts, liens and other encumbrances, other than those expressly listed in the Purchase Agreement.

5.         The premises of the Business comply with all municipal, provincial and federal regulations as to fire, health, building, zoning and labour regulations relating to the use of the premises, other than those expressly listed in the Purchase Agreement.

6.         To the best of the Seller’s knowledge, there are no outstanding work orders against the premises of the Business with any relevant Building, Fire, Health and Labor Departments and the Business has not been served with any such notices or work orders as of the date hereof, other than those expressly listed in the Purchase Agreement.

7.         There are no liabilities outstanding against the Business for payment of salaries, employee’s deductions or workers’ compensation, other than those expressly listed in the Purchase Agreement.

8.         All utilities have been paid by the Business to the date of closing, other than those expressly listed in the Purchase Agreement.

____________________________                                        __________________

Seller’s Authorized Representative                                        Date

____________________________

Witness

Certificate of Sale – Review List

This review list is provided to inform you about the document in question and assist you in its preparation.  A Certificate of Sale is a document often requested by a Buyer at a closing of a business.  It is a straightforward document that references back to the primary purchase agreement.  Be sure that you have the facts correct when signing it.  Have your attorney look this over as part of your overall purchase agreement.

  1. Make multiple copies to accompany the paperwork for the overall sale.  The copies should be kept with those records that should wind up in the Corporate minute book and other relevant places after you have completed the sale or purchase, depending on which side of the transaction you are on.
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Business / Order Processing — Comments Off on Sample Letter for Cancellation of Order, Goods Not Received
14
Aug 21

Sample Letter for Cancellation of Order, Goods Not Received

Dear

Pursuant to our purchase order #: ________________ dated ________________, our Company agreed to purchase certain goods and/or services.  However, our Company has not received the goods and/or services as of the cancellation date and therefore gives you a final notice of cancellation of this purchase order.                   .

This cancellation does not affect any other purchase orders our Company has with you.  Should you have any questions, please contact us at our address.

Yours very truly,

_____________

Authorized Employee

Cancellation of Order, Goods Not Received – Review list

This review list is provided to inform you about the document in question and assist you in its preparation.

1. A buyer’s right to cancel a contract for goods is determined by the contract and the law.  The governing law in most states is the Uniform Commercial Code (UCC).  Make sure that you are legally entitled to cancel the contract before sending this notice.  The best grounds available under the UCC are time-specific ones, such as going past a cancellation date.  If the goods are not made for your specific use, this is notice is usually enough to end the issue.  If the goods are made to your specific specification, and the Seller has nowhere else to sell them, then you have a more troubling issue that good negotiations can usually resolve.  This is the most benign kind of notice because it merely cancels this one order but does not affect others or disrupt the overall relationship.

2. This notice is typically sent when the goods called for in the contract are not delivered.  If the goods were received but do not conform to the contract, you should send our Rejection of Non-Conforming Goods Notice.  This Notice must be sent timely to ensure the buyer’s rights and remedies are not lost.  The term of art is that both parties must act properly to mitigate or lessen, each other’s potential losses.  This is a good faith common-sense approach that Courts vigorously review should litigation occur (e.g., “Did the party or parties act reasonably to protect the interests of the other?”  And so on and so on).

3. This notice is designed for use with the purchase of “goods” (i.e., tangible personal property such as furniture, supplies and other such items).  It does not include real estate or intangible property (i.e., copyrights, software and other intellectual property).

4. Keep a copy of this letter in your Vendor file.  The frequent requirement to use this letter should suggest seeking another vendor to fulfil your business requirements and provides evidence of bad performance on their part for any legal ramifications that may arise out of their attempt to make late deliveries.  As a practical matter, you can often use this letter to obtain extended payment terms in return for you accepting late goods, assuming you can use them.  Occasionally, you can often get a price concession for acceptance of late goods.

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