following the
decedent's death or permanent incapacity. If the Estate fails to designate such
a Business Manager within the one (1) month period, the Company may terminate
the Distribution Agreement. If the Estate fails to designate the Business
Manager within said period, but nonetheless requests additional time from the
Company, upon the estate's written representation that it intends to sell the
Distributorship Territory, the Company may extend the termination by up to
ninety (90) days upon satisfactory evidence presented by the Estate that it is:
actively seeking to sell the distributorship; is continuing to operate the
Business in compliance with the Agreement; and making timely payments. If the
Estate fails to comply with said conditions, the Company shall be entitled to
accelerate the termination upon notice to the Estate by personal delivery to the
executor, administrator, guardian or trustee, or by certified mail, return
receipt request to the Estate. Such notice shall be effective upon the receipt
of said notice, or five (5) days after the first attempt to deliver such notice,
whichever shall first occur.
7.00 INDEPENDENT CONTRACTOR RELATIONSHIP
7.01 Distributor as an Independent Contractor
The Distributor shall at all times be an independent contractor. No employee of
the Distributor shall be, shall be represented to be, or shall appear to be an
employee of the Company. Nothing in this Agreement shall be construed to create
a partnership, joint venture, or agency between the Distributor and SBSI.
7.02 Independent Contractor Responsibilities
A. Distributor shall not have any power to obligate the Company for any
expenses, liabilities, warranties, guarantees, or other obligations except as
otherwise expressly set forth in this Agreement.
B. No Distributor or Distributor employee may directly, indirectly, apparently,
or impliedly give the impression that such entity or person is employed by the
Company. The Distributor shall be solely responsible for all Distributor and
Distributor employee charges, levies and claims by any city, state or federal
agency and relating to: insurance, taxes, payroll taxes, withholdings, federal
or state payroll contributions, worker's compensation, or the actions of any
Distributor employee.
C. The Company shall not: have the real or apparent authority to hire or fire
the Distributor's employees; be a signatory upon any Distributor bank account;
have access to or control any Distributor funds except as herein expressly
provided; or otherwise exercise dominion or control over the Distributor or
Distributor's Business except as herein expressly provided.
D.
Notwithstanding the provisions in Agreement paragraph 3.01
pertaining to the painting of the Distributor's delivery vehicles, the
Distributor's delivery vehicles, and any business cards, stationery, and
promotional materials utilized by the Distributor shall identify the Distributor
as "An Independent Contractor distributing SBSI Products". In all dealings with
the Distributor's customers, contractors, suppliers, public officials, the
Distributor and its employees will identify the Distributor as an Independent
Contractor. The Company may from time to time specify how, where, and when the
Distributor
shall indicate that the Distributor is an independent contractor.
9
8.00 DEFAULT AND TERMINATION
8.01 Termination Without Notice
The Distributor shall