This agreement by and between, …………………………………. whose address is ………………………………………../ANKARA TURKEY, hereinafter referred to as "Company", and Al-Waha Office For Engineering and Consultant, whose address is Tripoli-Libya Magarief St. No:220 Libya, hereinafter referred to as "Representative".
Whereas, Company is engaged in the marketing and sale of CTP-GRP (Glass Reinforced Plastic) Pipes; and
Whereas, Representative desires to sell Company's goods in accordance with the terms and conditions of this Agreement.
Now, therefore, it is agreed as follows:
1- Company hereby appoints Representative as an authorized non-exclusive independent representative to sell and promote goods provided by Company in the following geographical area: Libya, hereinafter referred to as "Territory".
2- Representative shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and promote the sale of Company's goods in the Territory during the term of this Agreement.
Representative's sales and promotional efforts shall be directed toward the following:
Representative shall assist Company and shall perform any and all services required or requested in connection with Company's business, including, but not limited to, such services of an advisory nature as may be requested from time to time by Company. Representative shall periodically, or at any time upon Company's request, submit appropriate documentation of any and all sales and promotional efforts performed and to be performed for Company pursuant to this agreement.
3- For each contract for the performance of Company's services as arranged by Representative under this Agreement, Representative shall be entitled to a commission as follows:
(5 %) percent of contract cost
The commission rate set forth in this paragraph shall commence as of the date of the first invoice on the contract; provided, however that no commission will be due and payable to Representative until (30) days from receipt of payment of Company from any customer on the contract for any underlying invoice. Commissions will be paid on fees for services rendered by shall not include freight, supplies and other charges incidental to the performance of said services.
For purposes of this Agreement, "Contract" shall mean any agreement and/or order of Company's goods sold or arranged by Representative. Any and all commissions payable to Company to Representative under this Agreement shall terminate on the day of the full month after termination of this Agreement and Company shall then be discharged and released of any further obligation to pay commissions to Representative under this Agreement.
Represantative shall only be entitle for it’s commission provided contract, between Company and third parties, made by the mediation of Represantative.
4- During the term of this Agreement or within 2 year(s) after its termination,Representative, or any agents or representatives under Representative's control, shall not compete with Company, directly or indirectly, for Representative or on behalf of any other person, firm, partnership, corporation or other entity in the sale or promotion of services the same as or similar to Company's services within the Territory. Under no circumstances and at no time shall Representative disclose to any person any of the secrets, methods or systems used by Company in its business. All customer lists, brochures, reports, and other such information of any nature made available to Representative by virtue of Representative's association with Company shall be held in strict confidence during the term of this Agreement and after its termination.
5- This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Company and Representative. Representative shall be an independent contractor. Representative shall not be considered an employee of Company and shall not be entitled to participate in any plan, arrangement or distribution by Company pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Company's employees. Representative shall be free to utilize his time, energy and skill in such manner as he deems advisable to the extent that he is not otherwise obligated under this Agreement.
6- Representative shall bear any and all costs or expenses incurred by Representative to perform his obligation under this Agreement, including, but not limited to, vehicle insurance, travel expenses and telephone expenses.
7- The rights and duties of Representative under this Agreement are personal and may not be assigned or delegated without prior written consent of Company.
8- Representative is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Company's services without express written authorization from Company.
9- Representative shall indemnify and hold Company harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of Representative or his agent or representatives.
10- Company shall indemnify and hold Representative harmless of and from any and all liability attributable solely to the negligent, intentional or other acts of Company or its employees.
11- This agreement shall not include contracts made between Company and Turkish Firms which display activity in Libya.
12- This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Turkey. The Parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Ankara, Turkey. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
13- Any notice under this Agreement shall be deemed given on the third business day following the mailing of any such notice, postage paid, to the address set forth above.
14- This Agreement contains the entire agreement between the parties and any representation, promise or condition not mentioned in this agreeement shall not be binding upon either party.
In witness whereof, the parties have hereunto executed this Agreement on the day of ….. /…../2009 , to become effective as of, …../…../2009 and to remain in effect for (6) months from the date it is signed.
…………………………………………. Al-Waha Office For Engineering and Consultant
…………………………………………. Mr. Ezadin Sedek Ýbrahim