- Ozonetel hereby appoints Agent to offer the Products to Prospective Customers in the Territory pursuant to the terms of this Agreement. Agent understands and acknowledges that it does not have an exclusive right to sell the Products and that Ozonetel may (a) enter into similar agreements with other independent contractors to resell or obtain orders for the Products in any geographic territory and (b) continue to sell the Products through Ozonetel’s own sales divisions or otherwise at such prices or discounts as Ozonetel shall determine in its sole discretion.
- The Agent acknowledges and agrees that the Agent and Ozonetel are independent contractors. Neither this Agreement nor any other agreement or aspect of the relationship between the Agent and Ozonetel shall give rise to or otherwise constitute a partnership, joint venture, agency, franchisor/franchisee, employer/employee relationship, third party beneficiary rights, or any other legally dependent or affiliated relationship. The Agent will never refer to itself, hold itself out as, and/or knowingly permit any person or entity to believe the Agent is an affiliate, employee, partner, and/or franchisee of Ozonetel. Agent shall have no authority to bind Ozonetel or create any obligation on behalf of Ozonetel.
- Agent will (i) use its best efforts to solicit and sell the Products to Prospective Customers and will do so in full compliance with all terms and conditions imposed or set by Ozonetel regarding sales of Products; (ii) adhere to the highest standards of honesty, integrity, fair dealing, and ethical conduct in all dealings with Prospective Customers and refrain from any action that is or reasonably could be construed to be injurious to the business and goodwill of Ozonetel; (iii) assume and take responsibility for all aspects of the operation of its independent business; and (iv) comply with all applicable laws governing the sale of Products in the Territory.
- The Parties will mutually agree upfront on a list of Prospective Customers which will be the sales focus of the Agent. The list will be updated regularly when additional Prospective Customer possibilities arise. All Prospective Customers must be mutually agreed to by the Parties.
- Ozonetel shall have the sole discretion to determine whether it is interested in entering into an agreement with a Prospective Customer and Ozonetel shall be under no obligation to negotiate with a Prospective Customer. Agent acknowledges and agrees that Ozonetel shall have no obligation to Agent for fees, commissions or otherwise if Ozonetel does not, for any reason, enter into an agreement with a Prospective Customer. Likewise, Ozonetel shall have no obligation to Agent for fees, commissions or otherwise if a contract between Ozonetel and a Customer is terminated for any reason or no reason at all.
- All agreements, written or otherwise, with a Customer with respect to the Products shall be between Ozonetel and the Customer. Ozonetel is responsible for all billing, collection, customer support, maintenance, and all other matters related to the provision of the Products to Customers. Agent acknowledges that Ozonetel reserves the right to alter the terms and conditions under which it does business with its existing and future Customers including Customers referred by Agent.
- Agent shall not offer any Products at prices below the prices determined by Ozonetel; or on payment or delivery terms other than the then-current prices and terms offered by Ozonetel.
- The term of this Agreement shall commence on the Effective Date and continue until terminated by either party on no less than sixty (60) days prior written notice to the other Party. In addition, either Party may terminate this Agreement on fifteen (15) days prior written notice for “Cause” if the other Party breaches any provision of this Agreement and fails to cure such breach within such fifteen (15) day period. The obligations of the Parties that, by their nature, survive termination of this Agreement shall so survive. Agent’s entitlement to receive commissions will terminate automatically upon termination of this Agreement by Ozonetel for Cause. Upon termination of this Agreement for any other reason.
- Agent will immediately notify Ozonetel if Agent knows or has reason to believe that a Person is infringing any of Ozonetel’s copyrights, trademarks or other intellectual property rights.