AGREEMENT. IN THE EVENT THAT
TERMINATION IS FOR CAUSE RELATING TO THE COMPANY THEN THE COMPANY SHALL PAY
WITHIN 30 DAYS THE UNPAID OUTSTANDING CONSIDERATION THROUGH THE TERMINATION DATE
TO THE CONSULTANT.
(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 FRANCE, MONACO AND
ANDORRA (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
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 HEELYS PRODUCTS TO THE COMPANY;
AND (E) COMPLY WITH GOOD BUSINESS PRACTICES AND ALL APPLICABLE LAWS IN THE
TERRITORY AND REGULATIONS (COLLECTIVELY WITH ALL OF THE COMPANY'S OTHER PRODUCTS
THAT BECOME SUBJECT TO THIS AGREEMENT, 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 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
HEELYS 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 HEELYS
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.
(III)
DURING THE TERM AND FOR A PERIOD OF THREE
(3) YEARS THEREAFTER, CONSULTANT SHALL, UPON REASONABLE NOTICE, FURNISH SUCH
INFORMATION AND PROPER ASSISTANCE TO THE COMPANY AS MAY REASONABLY BE REQUIRED
BY THE COMPANY IN CONNECTION WITH ANY LITIGATION OR ADMINISTRATIVE PROCEEDING IN
WHICH THE
2
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IS, OR MAY BECOME, A