Product Supply AgreementCategory: 270 Legal Recent Posts, Distribution, Infomercial, Marketing Agreements, Product Purchase, Supply
PRODUCT SUPPLY AGREEMENT
This Product Supply Agreement (this “Agreement”) is entered into as of May 30, 2007 (the “Effective Date”), by and between Aerogrow International, Inc, a corporation, organized under the laws of Nevada and having its principal place of business at 6075 Longbow Drive, Boulder, Colorado 80301 (“Supplier”), and Global Infomercial Services, Inc., a corporation organized and existing under the laws of Nevada and having its principal place of business at 10725 South Cicero Avenue, Suite 201, Oak Lawn, Illinois 60453 (“Distributor”). Supplier and Distributor are sometimes referred to individually as a “Party” and together as the “Parties”.
WHEREAS, Supplier owns or controls the right to manufacture, market, distribute, and sell certain Product (as defined below) as well as use certain Marketing Materials (as defined below) in connection therewith;
WHEREAS, Distributor sources products on behalf of other resellers and/or distributors for resale in their home territories through multiple distribution channels, such as Infomercials, direct response TV, TV home shopping, telemarketing, direct mail, e-commerce, and print catalogs, and desires to be appointed an exclusive reseller of the Product in the Territory (as defined below);
4.6. Supply Obligations.
(a) Product. Supplier shall supply to Distributor all Product ordered on behalf of Distributor. Moreover, Supplier shall make all reasonable efforts to meet Distributor’s supply and delivery needs even if the quantity of Product ordered exceeds the amount previously forecasted.
(b) Marketing Materials. For Marketing Materials not included as part of the Product, Supplier shall faithfully print and provide Distributor at Supplier’s actual costs with sufficient copies of the Marketing Materials as reasonably requested by Distributor for use by Distributor and its Sublicensees to market and sell the Product in the Territory. Supplier shall not make any revisions or modifications without the prior written consent of Distributor, which shall not be unreasonably withheld. Distributor shall have the right, upon request, to request changes and modifications to the Marketing Materials in order to customize and localize such Marketing Materials for use in the Territory. In such event, Supplier shall then provide current Marketing Materials to Distributor for use in the Territory, including, without limitation, any new versions customized for the Territory (as directed by Distributor). Upon request, Supplier shall also provide to Distributor a letter of release from each performer appearing, named, or speaking in any Marketing Materials, authorizing Distributor’s and its Sublicensees’ use of each such performer’s name, voice, endorsement, image and likeness without further compensation.
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