Distributorship Agreement
This Distributorship Agreement (the "Agreement") is entered into as of January
24, 2006 (1-24-2006) by and between ShieldZone Corporation, a Utah corporation
("ShieldZone") and ENVIOUS ("Distributor").
RECITALS
WHEREAS, ShieldZone manufactures and sells invisibleSHIELDTM branded protective
films for protecting screens of electronic devices including, but not limited
to, cellular telephones, portable music/video players and other portable
electronic devices and/or for protecting casings or housings of said electronic
devices in the United Staes of America; and
WHEREAS, Distributor is in the business of distributing such protective films;
and
WHEREAS, the parties desire that Distributor shall have the right to sell
invisibleSHIELDTM branded protective films in the United Kingdom ("Territory")
(including Great Britain, Scotland, Ireland, Wales, Isle of Wight, Isle of Man
and Jersey) (Any future addition of Territories must be agreed to in writing
before Distributor engages in selling invisibleSHIELDTM products in potential
new territories.)
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, the parties agree as follows:
SECTION ONE - PROMOTION OF SALE
Distributor will use its best efforts, and make available the use of its sales
force, for the purpose of promoting the sale of ShieldZone invisibleSHIELDTM
branded protective films within the Territory. Distributor may also promote the
sale of ShieldZone accessories, as mutually agreed upon by the parties.
SECTION TWO - COVENANTS OF DISTRIBUTOR
Distributor shall perform, at Distributor's expense, the following duties to
ShieldZone's satisfaction:
2.1
Promotions and Marketing. Distributor shall engage in sales promotion
activities in the Territory, including, but not limited to, the distribution of
marketing materials to current and potential customers. Distributor shall pay
for printing of any marketing materials to be used in the Territory, and all
such marketing materials are subject to approval by ShieldZone. ShieldZone shall
provide samples to Distributor at no charge. ShieldZone invisibleSHIELDTM
branded films and accessories are collectively referred to as "ShieldZone
Products".
2.2
Sales Organization. Distributor will maintain a qualified sales
organization which will call on customers and potential customers in the
Territory as may be reasonably likely to purchase any of the ShieldZone
products. Distributor shall adhere to ShieldZone sales and marketing programs as
provided to Distributor by ShieldZone from time to time.
2.3
Places of Business; Inventory. Distributor shall establish, staff, and
maintain a place or places of business in the Territory as may be necessary to
provide good customer support and marketing coverage in the Territory.
Distributor will purchase and maintain an inventory of ShieldZone Products as
necessary to adequately service customer requirements in the Territory.
2.4
Coordination. Distributor shall coordinate its sales efforts with
ShieldZone. In addition, Distributor shall establish and maintain records of its
sales in sufficient detail to permit identification and destination of each of
the ShieldZone Products sold by Distributor and Distributor shall make these
records available for inspection and copying by ShieldZone. Distributor shall
retain these records until ShieldZone either (a) accepts custody of the records,
or (b) consents in writing to their destruction or other disposal.
2.5
General Conduct and Non-Competition. Distributor shall at all