ON NET PAIRS
SOLD BY THE COMPANY AS OF DECEMBER 31, THE END OF THE FINANCIAL YEAR.
"NET
PAIRS SOLD" SHALL EQUAL GROSS SALES IN PAIRS IN THE TERRITORY LESS ALL PAIR
RETURNS.
PAYMENTS SHALL BE MADE TO CONSULTANT WITHIN SIXTY (60) DAYS AFTER THE
FINANCIAL YEAR-END.
CONSULTANT SHALL HAVE THE RIGHT TO SEE THE RELEVANT
DOCUMENTS AND/OR FINANCIAL STATEMENTS NECESSARY TO VERIFY THE CALCULATION OF NET
PAIRS SOLD (BUT SUCH INFORMATION SHALL BE HELD CONFIDENTIAL PURSUANT TO THE
PROVISIONS OF SECTION 4).
(C)
IN ADDITION, FOR EACH PRODUCT SOLD BY THE
COMPANY (BUT NOT ANY PRODUCT SOLD BY THE DISTRIBUTOR GMBH), THE COMPANY SHALL
PAY CONSULTANT (I) ** FOR EACH PRODUCT SOLD (FOR THE FIRST 200,000 (TWO HUNDRED
THOUSAND)
NET PAIRS SOLD); AND (II) ** (FOR 200,001 (TWO HUNDRED THOUSAND ONE)
TO 500,000 (FIVE HUNDRED THOUSAND) NET PAIRS SOLD).
AFTER PAYMENT ASSOCIATED
WITH THE 500,000TH NET PAIR SOLD IS MADE, THIS AGREEMENT AND THE TERM SHALL
TERMINATE.
3.
RELATIONSHIP OF THE PARTIES;
INDEPENDENT CONTRACTOR; NO EMPLOYEE BENEFITS.
NOTWITHSTANDING ANY PROVISION
HEREOF, CONSULTANT IS AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE, AGENT,
PARTNER OR JOINT VENTURER OF THE COMPANY AND SHALL NOT BIND NOR ATTEMPT TO BIND
THE COMPANY TO ANY CONTRACT.
CONSULTANT SHALL ACCEPT ANY DIRECTIONS ISSUED BY
THE COMPANY PERTAINING TO THE GOALS TO BE ATTAINED AND THE RESULTS TO BE
ACHIEVED BUT SHALL BE SOLELY RESPONSIBLE FOR THE MANNER AND HOURS IN WHICH
SERVICES ARE PERFORMED UNDER THIS AGREEMENT.
CONSULTANT SHALL NOT BE ELIGIBLE
TO PARTICIPATE IN ANY OF THE COMPANY'S EMPLOYEE BENEFIT PLANS, FRINGE BENEFIT
PROGRAMS, GROUP INSURANCE ARRANGEMENTS OR SIMILAR PROGRAMS.
THE COMPANY SHALL
NOT PROVIDE WORKERS' COMPENSATION, DISABILITY INSURANCE, SOCIAL SECURITY OR
UNEMPLOYMENT COMPENSATION COVERAGE OR ANY OTHER STATUTORY BENEFIT TO
CONSULTANT.
CONSULTANT SHALL COMPLY AT CONSULTANT'S EXPENSE WITH ALL APPLICABLE
PROVISIONS OF WORKERS' COMPENSATION LAWS, UNEMPLOYMENT COMPENSATION LAWS,
FEDERAL, STATE AND LOCAL INCOME TAX LAWS, AND ALL OTHER APPLICABLE FEDERAL,
STATE AND LOCAL LAWS, REGULATIONS AND CODES RELATING TO TERMS AND CONDITIONS OF
EMPLOYMENT REQUIRED TO BE FULFILLED BY EMPLOYERS OR INDEPENDENT CONTRACTORS.
4.
NONDISCLOSURE AGREEMENT.
CONSULTANT
ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY IT WHILE
ENGAGED AS A CONSULTANT BY THE COMPANY ARE THE PROPERTY OF THE COMPANY AND THAT
DURING THE TERM, IT WILL HAVE ACCESS TO AND BECOME FAMILIAR WITH VARIOUS TRADE
SECRETS, CONSISTING OF INFORMATION, RECORDS, SPECIFICATIONS, SALES PROCEDURES,
CUSTOMER REQUIREMENTS, CUSTOMER, DEALER AND SUPPLIER LISTS, METHODS OF DOING
BUSINESS, AND OTHER CONFIDENTIAL INFORMATION (ALL OF WHICH ARE HEREINAFTER
REFERRED TO AS "TRADE SECRETS"), WHICH ARE OWNED BY THE COMPANY AND ITS
AFFILIATES AND WHICH ARE REGULARLY USED IN THE OPERATION OF THE BUSINESS OF THE
COMPANY AND ITS AFFILIATES.
"AFFILIATES" SHALL MEAN ENTITIES AND NATURAL
PERSONS CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH THE COMPANY.
CONSULTANT SHALL NOT DISCLOSE ANY OF THE TRADE SECRETS, DIRECTLY OR INDIRECTLY,
OR USE THEM IN ANY WAY, EITHER DURING THE TERM OR AT ANY TIME THEREAFTER, EXCEPT
AS REQUIRED IN THE COURSE OF SERVICES UNDER THIS AGREEMENT.
ALL FILES,