OF THIS AGREEMENT: (A) ALL RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL CEASE AND TERMINATE EXCEPT AS TO RIGHTS AND OBLIGATIONS ACCRUED
BY EITHER OF THE PARTIES PRIOR TO THE DATE OF SUCH CANCELLATION OR TERMINATION,
INCLUDING RIGHTS AND OBLIGATIONS UNDER OUTSTANDING IMPORT CONTRACTS NOT YET
PERFORMED; (B) PRINCIPAL SHALL HAVE THE RIGHT TO DEAL WITH ALL MANUFACTURERS
DEALT WITH BY AGENT IN CONNECTION WITH PRINCIPAL'S BUSINESS EITHER DIRECTLY OR
THROUGH ONE OR MORE OTHER BUYING AGENTS WITHOUT FURTHER OBLIGATION TO AGENT; AND
(C) AGENT SHALL TURN OVER TO PRINCIPAL ANY AND ALL COPIES OF CONTRACTS AND OTHER
INFORMATION IN THE AGENT'S FILES RELATING TO ARRANGEMENTS MADE BY AGENT WITH
SELLERS OF MERCHANDISE ON PRINCIPAL'S BEHALF (IT BEING UNDERSTOOD THAT ALL SUCH
CONTRACTS AND OTHER INFORMATION SHALL BE TREATED BY AGENT AS CONFIDENTIAL AND
SHALL NOT BE DISCLOSED BY AGENT TO ANY THIRD PARTY EITHER DURING OR AFTER THE
TERM HEREOF).
WITHOUT LIMITING THE GENERALITY OF ANY OF THE OTHER TERMS OF THIS
AGREEMENT, UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT, AGENT SHALL NOT
BE ENTITLED TO, AND HEREBY WAIVES ITS RIGHT, IF ANY, TO MAKE ANY CLAIM FOR
DAMAGES, LOSSES OR COMPENSATION ARISING FROM ANY EXPECTANCY OF CONTINUATION OF
THIS AGREEMENT, OR FOR ANY OTHER REASON WHATSOEVER (EXCEPT WITH RESPECT TO
SERVICE FEES PAYABLE TO AGENT AS A RESULT OF ORDERS FOR PRODUCTS PLACED PRIOR TO
THE TERMINATION OF THIS AGREEMENT BUT NOT SHIPPED UNTIL AFTER THE TERMINATION OF
THIS AGREEMENT DISREGARDING THE SHIPMENT DATE OF THE MERCHANDISE).
10
15.
NO JOINT VENTURE.
NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO
PLACE THE PARTIES IN THE RELATIONSHIP OF PARTNERS OR JOINT VENTURES, IT BEING
AGREED AND UNDERSTOOD THAT AGENT IS AN INDEPENDENT CONTRACTOR AND NOT AN
EMPLOYEE OF PRINCIPAL.
AGENT SHALL HAVE NO POWER TO OBLIGATE OR BIND PRINCIPAL
IN ANY MANNER WHATSOEVER EXCEPT AS OTHERWISE PROVIDED HEREIN.
AGENT SHALL NOT
HOLD ITSELF OUT AS EMPLOYED BY OR OTHERWISE AFFILIATED WITH PRINCIPAL.
AGENT
SHALL OBTAIN ALL APPROVALS AND PERMITS (IF ANY) FROM ANY AND ALL GOVERNMENTAL
AUTHORITIES THAT ARE NECESSARY OR APPROPRIATE IN ORDER THAT AGENT SHALL BE
PERMITTED UNDER THE LOCAL LAWS OF THE TERRITORY TO ENGAGE IN ALL ACTIVITIES
PROVIDED FOR UNDER THIS AGREEMENT.
16.
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED UNDER THIS AGREEMENT SHALL
BE IN WRITING AND SHALL BE MAILED BY OVERNIGHT DELIVERY TO THE PARTY TO RECEIVE
NOTICE AT THE ADDRESSES FIRST SET FORTH ABOVE OR AT SUCH OTHER ADDRESS AS ANY
PARTY MAY, BY WRITTEN NOTICE, DIRECT.
ALL NOTICES GIVEN UNDER THIS PARAGRAPH
SHALL BE DEEMED AS GIVEN ON THE TWO BUSINESS DAYS FOLLOWING THE DAY ON WHICH THE
NOTICE IS MAILED OR FAXED.
17.
FURTHER ASSURANCE.
EACH PARTY AGREES, UPON THE REASONABLE REQUEST OF
THE OTHER PARTY, TO TAKE SUCH ACTION AND TO EXECUTE AND DELIVER SUCH DOCUMENTS
AS MAY REASONABLY BE NECESSARY OR APPROPRIATE TO EFFECTUATE THE TERMS OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
18.
ASSIGNMENTS.
A.
PRINCIPAL MAY ASSIGN THIS AGREEMENT TO A SUCCESSOR TO ALL