AFFILIATE'S EMPLOYEES; OR
(II) CONSULTANT'S MATERIAL VIOLATION OF THIS AGREEMENT.
TERMINATION OF THIS
AGREEMENT FOR CAUSE SHALL INCLUDE THE PROSPECTIVE TERMINATION OF THE
CONSIDERATION RECITED IN SECTION 2 OF THIS AGREEMENT.
(C)
SERVICES.
DURING THE TERM, CONSULTANT
SHALL USE ITS KNOWLEDGE AND CONTACTS IN ORDER TO RENDER CONSULTING SERVICES TO
THE COMPANY AND TO ASSIST THE COMPANY AND ITS AFFILIATES IN GERMANY AND AUSTRIA
(THE "TERRITORY").
THE SERVICES RENDERED BY CONSULTANT HEREUNDER SHALL BE
PROVIDED BY CONSULTANT AS A CONSULTANT, AND NOT AS AN EMPLOYEE, PARTNER OR JOINT
VENTURER OF THE COMPANY.
(I)
THROUGHOUT THE TERM, CONSULTANT SHALL:
(A) MAKE AVAILABLE TO THE COMPANY ALL CURRENT AND PROSPECTIVE CUSTOMER LISTS AND
ANY OTHER INTANGIBLE ASSETS THAT WOULD BE USEFUL TO THE COMPANY IN DEVELOPING
THE BRAND AND THE DISTRIBUTION BUSINESS IN THE TERRITORY; (B) ACT TO PRESERVE
THE GOODWILL OF ALL EMPLOYEES, CUSTOMERS, DEALERS, SUPPLIERS, AND OTHER PERSONS
HAVING BUSINESS RELATIONS WITH THE COMPANY AND ITS AFFILIATES; (C) PERFORM ITS
SERVICES IN A BUSINESS-LIKE MANNER AND IN A MANNER THAT WILL NOT HARM THE
BUSINESS REPUTATION OF THE COMPANY; (D) REFER ALL INQUIRIES RECEIVED FOR
PRODUCTS TO THE COMPANY; (E) COMPLY WITH GOOD BUSINESS PRACTICES AND ALL
APPLICABLE LAWS AND REGULATIONS; AND (F) USE ITS REASONABLE BEST EFFORTS AND
DILIGENCE TO PROMOTE THE SALE AND USE OF, AND TO STIMULATE INTEREST IN, THE
PRODUCTS IN THE TERRITORY.
CONSULTANT REPRESENTS AND WARRANTS TO THE COMPANY
THAT IT HAS, AND DURING THE TERM WILL CONTINUE TO MAINTAIN, THE CAPACITY,
FACILITIES AND PERSONNEL NECESSARY TO CARRY OUT ITS OBLIGATIONS UNDER THIS
AGREEMENT.
CONSULTANT ACKNOWLEDGES THAT IT HAS NO AUTHORITY TO NEGOTIATE THE
SALE OR PURCHASE OF PRODUCTS ON BEHALF OF THE COMPANY OR ANY OF ITS AFFILIATES
OR TO NEGOTIATE OR CONCLUDE SUCH TRANSACTIONS ON BEHALF OF OR IN THE NAME OF THE
COMPANY OR ANY OF ITS AFFILIATES.
(II)
THROUGHOUT THE TERM, CONSULTANT SHALL NOT,
WITHOUT PRIOR WRITTEN APPROVAL OF THE COMPANY:
(A) ENCOURAGE THE SALE OF THE
PRODUCTS OUTSIDE THE TERRITORY; (B) MAINTAIN OR SEEK TO ESTABLISH ANY BRANCH OR
CHANNEL DISTRIBUTION INSIDE THE TERRITORY; (C) ENGAGE IN DECEPTIVE, MISLEADING
OR UNETHICAL PRACTICES DETRIMENTAL TO THE COMPANY OR THE PRODUCTS, INCLUDING,
BUT NOT LIMITED TO, DISPARAGEMENT OF THE COMPANY OR THE PRODUCTS; (D) MAKE
REPRESENTATIONS, WARRANTIES OR GUARANTEES TO CUSTOMERS OR TO THE TRADE WITH
RESPECT TO THE SPECIFICATIONS, FEATURES OR CAPABILITIES OF THE PRODUCTS THAT ARE
INCONSISTENT WITH THE LITERATURE DISTRIBUTED BY THE COMPANY; (E) MARKET,
PROMOTE, SELL, LEASE, SOLICIT OR PROCURE ORDERS FOR OR OTHERWISE REPRESENT ANY
PRODUCT IN COMPETITION WITH ANY OF THE PRODUCTS IN THE TERRITORY; OR (F) ENGAGE
IN CONDUCT OR BUSINESS ACTIVITIES IN VIOLATION OF THE TERMS SET FORTH HEREIN.
2.
COMPENSATION.
IN CONSIDERATION OF
CONSULTANT'S CONSULTING SERVICES SET FORTH IN SECTION 1 ABOVE, THE COMPANY WILL
COMPENSATE CONSULTANT AS FOLLOWS:
2
(A)
THE COMPANY SHALL PAY CONSULTANT **, AS
FOLLOWS: ** PAYABLE ON THE CLOSING DATE AND ** SHALL BE MADE TEN DAYS AFTER THE
CLOSING DATE.
(B)
FURTHER PAYMENT WILL BE BASED