SALES
& SERVICE WORKING AGREEMENT
TO: ELIAS
SHAKER &
COMPANY DATE: JUNE
26, 2009
FROM: THERABIOGEN,
INC. EFFECTIVE: JULY
1, 2009
RE: MEMORANDUM
OF AGREEMENT
Therabiogen, Inc.,
1365 N. Courtenay
Parkway, Suite A, Merritt Island, FL 32953
,
(hereinafter
referred to as the "Company"), hereby confirms the appointment
of Elias
Shaker & Company, 766 W. Algonquin Road, Arlington
Heights, IL 60005 (hereinafter referred to as the
"Representative"), as their (Company's) sole and
exclusive Sales & Marketing
Representative on
products now marketed and other products the Company may introduce
from time to time for sale in the Representative's territory, class
of trade, and/or accounts. This agreement is subject to the
following conditions:
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1.
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TERRITORY/CLASS OF TRADE AND/OR
ACCOUNTS: See Exhibit A – Account List.
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2.
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RETAINER AND
COMMISSION: Company agrees to pay Representative a
retainer fee of $1000 per month for a period of 6
months. A 3-month advance payment will be required prior to work
being performed by the Representative. The retainer fee will be applied
towards any future commissions earned, but in the event the agreement is
terminated by the Company, and the commissions earned are less
than the
total retainer fee paid, the retainer will not be refunded to the
Company.
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The Commission rate
will be 10% and any variances must have
prior agreement from both parties.The retainer and commission will
cover all costs associated with “What the Representative Will
Do” as outlined in Point 7 of this agreement.
Company
will pay all commissions monthly on all net invoiced sales ("net
invoiced sales" are defined as gross shipments less any standard
promotional allowances and standard returns following the month
shipments are invoiced). A check, along with a statement showing
the i