RECITED IN SECTION 2 OF THIS AGREEMENT.
(C)
SERVICES.
DURING THE TERM, CONSULTANT
SHALL USE HIS KNOWLEDGE AND CONTACTS IN ORDER TO RENDER CONSULTING SERVICES TO
THE COMPANY AND TO ASSIST THE COMPANY AND ITS AFFILIATES IN GERMANY AND THE
EUROPEAN UNION (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 HIS
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 HIS REASONABLE BEST EFFORTS AND
DILIGENCE TO PROMOTE THE SALE AND USE OF, AND TO STIMULATE INTEREST IN,
HEELYS-BRANDED FOOTWEAR AND OTHER PRODUCTS (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 HE
HAS, AND DURING THE TERM WILL CONTINUE TO MAINTAIN, THE CAPACITY, FACILITIES AND
PERSONNEL NECESSARY TO CARRY OUT HIS OBLIGATIONS UNDER THIS AGREEMENT.
CONSULTANT ACKNOWLEDGES THAT HE 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 SHALL
PAY CONSULTANT ** PER MONTH DURING THE TERM.
PAYMENT
2
SHALL BE MADE ON OR BEFORE THE LAST DAY OF EACH MONTH.
THE COMPANY SHALL ALSO
REIMBURSE CONSULTANT FOR HIS REASONABLE AND PRE-APPROVED BUSINESS AND TRAVEL
EXPENSES DURING THE TERM.