International Marketing Agreement

This is a contract by which one company agrees

to market another company's products.

© Copyright 2010 Docstoc Inc.

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 INTERNATIONAL MARKETING AGREEMENT

This INTERNATIONAL MARKETING AGREEMENT (hereinafter referred to as the

“Agreement”) is made and effective on this _______________ day of __________________,
20______, by and between ________________________ of _____________________________
(hereinafter referred to as "Company") and ____________________ of
__________________________________ (hereinafter referred to as "Agent").

RECITALS

A. Agent is engaged in providing international marketing services to its Clients.

B. Agent hereby agrees to market Company’s audio products, listed in the attached "Exhibit
A" (hereinafter referred to as the "Product"), to the Agent's foreign outlets under the
terms and conditions as contained herein.

NOW, THEREFORE, in consideration of the above recitals, mutual promises and conditions
contained in this Agreement, the Parties hereto agree as follows:

1. TERM

This Agreement shall commence on the date first above written and shall continue for a period of
______ years, unless earlier terminated in accordance with the terms of this Agreement. This
Agreement shall thereafter be renewed by either party for an additional term of _______ year, on
the same terms and conditions as set forth herein by giving prior written notice to the other party
of its intent to renewal.

2. TERMINATION

This Agreement may be terminated for convenience, by either party at any time, upon
_____________ day’s written notice to the other party. If this Agreement is terminated for
convenience, Company shall pay the Agent any unpaid commission due under this Agreement.

3. TERRITORY

The Agent shall be the exclusive representative of and for the Product to any and all territories
outside the United States of America.

4. COMMISSION

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As consideration for Agent's services in providing marketing services, the Company agrees to
pay the Agent a share, as defined in Exhibit B of all advances, royalties, and other revenues
originating in the Territory as a direct result of negotiations by Agent.

5. EXPENSES

The Company agrees to reimburse the Agent for reasonable telecommunication, postage and
freight expenses incurred in pursuit of bona fide offers to the Company.

6. PAYMENT

The Agent shall invoice the Company at the end of every month for Services, and allowable
expenses incurred during that month. Company shall pay Agent for all sums billed not later than
_____________ days after receipt of an invoice.

7. UNPAID INVOICES

All invoices not paid within ____ business days will bear interest at the rate of ________ percent
per annum until paid.

8. INDEPENDENT CONTRACTOR

The parties hereto acknowledge that in providing the services under this Agreement the Agent
acts as an independent contractor under the control of the Company. The Agent is not an
employee or partner of the Company and the Agent shall have no authority whatsoever to bind
the Company by contract or agreement of any kind other than as expressly provided under the
terms of this Agreement. The Company shall not withhold federal or state/provincial income
taxes or any other amounts from the Agent’s fees payable hereunder.

9. AUTHORITY

Agent shall not have the authority to make any representations, warranties or commitments
binding the Company without the Company's prior consent. Agent is not authorized to negotiate,
execute any agreement on behalf of the Company. In the event any outlet responds positively to
the Product, the Agent shall inform the Company immediately and the Agent is not empowered
to enter into any negotiations on the Company's behalf without the Company's prior consent

10. REPORTS

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The Agent shall provide to the Company monthly progress reports on the Agent's efforts on
behalf of the Company.

11. Company Rights

In addition to any other rights, Company may exercise the following:

(a) Company may accept or reject an order from a prospective customer at any time for any
reason;

(b) The Company has the sole right to establish, alter or amend product specifications, prices,
delivery schedules and discounts, and the Company will give Agent timely notice of any and all
changes.

(c) Company may at its sole discretion, enter into arrangements of any kind whatsoever with
others regarding marketing the Products of the Company to any entity.

12. CONFIDENTIALITY

"Confidential Information" shall mean any information which the Company considers
proprietary or confidential and identifies in writing or orally to be confidential or proprietary, but
shall not include (i) information which at the time of disclosure was already in the public
domain; (ii) information which subsequent to disclosure is made public through no fault of the
receiving Party; (iii) information which was lawfully in its possession prior to disclosure,
independently developed by it without access to or use of any of the disclosing Party's
confidential information, or (iv) information lawfully received from a third party who was not
subject to confidentiality obligations with respect to such information.

The Agent acknowledges that, in the course of providing the Services hereunder, the Agent will
have access to confidential information about the Company’s business. The Agent agrees to keep
all such information strictly confidential and not use it for the Agent’s own benefit nor disclose
or divulge any of such confidential information directly or indirectly to any third party either
during the term of this Agreement or at any time thereafter, except as required in the course of
this engagement with the Company. The Agent further agrees that upon expiration or earlier
termination of this Agreement, or whenever requested by the Company, the Agent shall
immediately deliver to the Company all such files, records, documents, specifications,
information, and other items in its possession or under its control.

The obligations under this Section are continuing and shall not cease on termination or expiration
of this Agreement.

13. REMEDIES

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Agent recognizes that the covenants contained in this Agreement are reasonable and necessary to
protect the legitimate interests of the Company, that the parties would not have entered into this
Agreement in the absence of such covenants, and that Agent’s breach or threatened breach of
such covenants shall cause the Company irreparable harm and significant injury, the amount of
which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in
damages inadequate. Therefore, Agent agrees that the Company shall be entitled to the issuance
of injunctive relief by any court of competent jurisdiction, without the necessity of posting of any
bond or security, and for any other relief such court deems appropriate. This right shall be in
addition to any other remedy available hereunder or otherwise, whether at law or in equity.

14. INDEMNIFICATION

The Company shall indemnify, defend and hold harmless the Agent, its subsidiaries, affiliates
and their directors, officers, employees, agents, successors and assigns from and against any and
all claims relating to this Agreement arising out of acts or omissions of the Company, including,
but not limited to, any financial obligations incurred by the Agent on behalf of the Company and
attorneys’ fees required to defend the Agent.

The Agent shall indemnify, defend and hold harmless the Company, its employees and
representatives from and against acts or omissions of the Company, including, but not limited to,
any financial obligations incurred by the Agent on behalf of the Company and attorneys’ fees
required to defend the Agent.

15. TERMINATION

a. Company may terminate this Agreement by giving one month’s prior written notice to Agent.
Agent may terminate this Agreement by giving one month’s prior written notice to Company.
Within ___ days after termination, Company shall promptly pay Agent all monies due and not
previously paid to Agent for the work completed up until the date of termination.

b. If Agent commits any act or omission or fails to make due and proper performance, and which
constitutes a breach of any obligation required on its part to be performed or observed under this
Agreement, and fails to remedy such default within ________ days Company may, without
prejudice to any other right or remedy, terminate this Agreement wholly or in part by serving on
Agent a notice in writing. In such an event, all fees due to Agent shall be retained by Company.

16. WARRANTIES BY THE AGENT

The Agent hereby represents and warrants to the Company that the Agent is not subject to any
restriction or non-competition covenant under any other Agreement in favor of any other person
or entity, and that the execution of this Agreement by the Agent and engagement by the
Company, the performance of duties and provision of the Services hereunder will not violate or
be a breach of any agreement with a former employer or any other person or entity. Further, the

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Agent agrees to indemnify the Company for any claim, including, but not limited to, attorneys’
fees and expenses of investigation, by any such third party that such third party may now have or
may hereafter come to have against the Agent based upon or arising out of any restriction or non-
competition agreement or invention and secrecy agreement between the Agent and such third
party. The provisions of this Section shall survive any termination or expiration of this
Agreement.

17. NON-SOLICITATION

The Agent shall not, during the term of this Agreement and for a period of two years
immediately following termination of this Agreement, either directly or indirectly, call on,
solicit, or take away, or attempt to call on, solicit or take away, any of the customers or
Company’s of the Company on whom the Agent called or became acquainted with during the
terms of this Agreement, either for their own benefit, or for the benefit of any other person, firm,
corporation or organization.

18. NON-RECRUIT

The Agent shall not during this Agreement and for a period of five years immediately following
termination of this Agreement, either directly or indirectly, recruit any of the Company’s
employees or other Contractors, for the purpose of any outside business.

19. NON-COMPETITION

For a period of two years following termination of this Agreement, the Agent shall not, directly
or indirectly, through services to any partnership of which the Agent is a partner or employee or
through any corporation or other entity in which the Agent has any interest or by whom is
employed, compete with the Company or any of its affiliates or subsidiaries, in any activity in
which the Company or its affiliates or subsidiaries may have been engaged within five years
prior to the termination of this Agreement.

20. ASSIGNMENT

This Agreement is not assignable by either party without the prior written consent of the other
party hereto.

21. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of
__________.

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22. NOTICES

All notices under this Agreement shall be in writing and sent by first-class mail, postage prepaid,
to the address mentioned above. Either party may, from time to time, change such address by
prior written notice to the other. Any notice to be given hereunder by any party to the other, may
be affected either by personal delivery in writing, or by mail, registered or certified, postage pre-
paid with return receipt requested.

23. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of which together
shall constitute one and the same instrument. A facsimile signature shall be considered the same
as an original.

24. ARBITRATION

The parties hereto agree that any dispute between them arising out of or relating to this
Agreement shall be settled exclusively by arbitration. Such arbitration shall be conducted in
accordance with the commercial arbitration rule then in force in ________________. The
arbitration award shall be final and binding on both parties. Judgment upon such arbitration
award may be entered in any court having jurisdiction.

25. ENTIRE AGREEMENT

This Agreement constitute the entire agreement between the parties to this Agreement pertaining
to the subject matter hereof and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of the parties and there are
no warranties, representations or other agreements between the parties in connection with the
subject matter of this Agreement except as specifically set forth herein. No alteration,
amendment, addition or modification of or to this Agreement shall be binding unless the same is
in writing executed by each of the parties.

26. SEVERABILITY

If any provision herein is determined by a court of competent jurisdiction to be indefinite,

invalid, illegal or otherwise unenforceable, in whole or in part, for any reason, the remainder of
this Agreement shall continue in full force and effect and shall be construed as if such indefinite,
invalid, illegal or unenforceable provision had not been contained herein.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first
above written.

COMPANY AGENT

_________________________________ _________________________________
Authorized Signature Authorized Signature

________________________________ _________________________________
Print Name Print Name

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EXHIBIT A

Products

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EXHIBIT B

Commission

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