Sample Business Contracts

Representative Agreement - MedStrong International Corp. and Stuart Graff

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                                  STUART GRAFF

                            REPRESENTATIVE AGREEMENT

THIS  AGREEMENT,  made as of the 1st day of July,  2002,  is entered into by and
between MEDSTRONG INTERNATIONAL CORPORATION ("Company"), a Delaware corporation,
with its principal office located at 500 Silver Spur Road,  Rancho Palos Verdes,
California  90274,  and Stuart Graff  ("Representative"),  an  individual  whose
corporate office is situated at 2300 Corporate Boulevard,  N.W., Suite 214, Boca
Raton, FL 33481.


WHEREAS,  the  Company  desires  to  appoint  Representative  as an  independent
representative of the Company; and

WHEREAS, Representative is willing to accept such appointment in accordance with
the terms and conditions hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


Company hereby appoints  Representative,  and Representative  hereby accepts the
appointment,  as an  independent  representative  for Company upon the terms and
subject to the conditions hereinafter set forth.


          (a)  Representative  shall solicit sales of those Company products and
each account more specifically  identified and recorded in the attached addenda.
Such  solicitation  shall be at the sole  cost and  expense  of  Representative.
Pricing for all Products  shall be determined by Company in its sole  discretion
and shall be communicated in writing to Representative. For each Product sold by
Representative,  and for subsequent  renewals thereof,  Representative  shall be
entitled to receive a commission in accordance  with the terms and provisions of
Section 4.

          (b) Representative's sole responsibility under this Agreement shall be
as set forth above and  Representative  shall have no  obligation to perform any
obligations  of Company with respect to any  Product.  Company  shall be free to
engage other  representatives to render any services including,  but not limited
to, those performed by Representative.


          (c)  Representative  hereby agrees that,  throughout  the term of this
Agreement and any extension and/or renewal thereof, and for an additional period
of one  (1)  year  thereafter,  Representative  will  not  undertake  any of the
responsibilities  set forth herein,  or otherwise  affiliate  itself in any way,
with respect to any product and/or  program which competes in any way,  directly
or indirectly, with any of the Products or any other Company program.

          (d)  Representative  acknowledges  Company's claim of ownership to the
names,  trademarks,  logos or service  marks used to promote  its  Products  and
agrees to use the above only as provided for by this  Agreement.  Representative
further acknowledges and agrees that all writings,  works, and other products of
Representative's  services  under this Agreement  shall belong to Company,  that
such items constitute  works-made-for-hire and belong solely to Company and that
Representative  shall sign such further  instruments as Company may from time to
time request to evidence this fact.  Representative hereby grants to Company all
patents,  trademarks,  service marks, copyrights, and other rights in and to any
and all products of the work of Representative under this Agreement.


          In  addition  to its  responsibilities  set  forth  elsewhere  in this
Agreement, Company shall:

          (a) Determine, in its sole and absolute discretion,  whether or not it
desires  to  transact  business  with any  individual  or account  solicited  by
Representative hereunder;

          (b) Supply Representative with such sales and promotional material, as
Company  may  deem  necessary,   without  charge  to   Representative,   to  aid
Representative  in the  performance  of  its  responsibilities  hereunder.  Upon
termination  of  this  Agreement,  or at  any  time  so  requested  by  Company,
Representative shall return to Company all such unused materials; and

          (c) Have the right to alter and modify any of the terms and conditions
of  any  Product   developed   by  Company  and  its  sole   responsibility   to
Representative shall be to provide  Representative with prompt written notice of
such changes.


          (a) In consideration for Representative's services hereunder,  Company
shall pay  Representative a commission  calculated as a percentage of the actual
amount  received  by  Company  with  respect  to the  sale  of a  Product  to an
individual or account  solicited by Representative  and all subsequent  renewals
thereof (the "Sale Proceeds"). Representative shall receive five percent (5%) of
the sale proceeds, net amount, received by company per unit..

          (b) Company shall remit  commissions  for all sales and renewals on or
before the twenty-fifth (25th) day of the month immediately  following the month
in which Company receives the corresponding Sale Proceeds.  Representative shall
receive as renewal commission,  fifteen percent (15%) of the net amount retained

by the Company after all wholesale  customer  commissions have been In
the event that Company is required to return  (cancellations)  any Sale Proceeds
to a  purchaser  and  Representative  has  already  received  the  corresponding
commission,  Company  shall be entitled to offset the amount of such  commission
against future amounts Company may owe to Representative.


          Unless   otherwise   agreed   prior   to   the   incurrence   thereof,
Representative  shall be solely  responsible for all costs and expenses incurred
by  Representative  in carrying out his obligations and  responsibilities  under
this Agreement.


          The term of this Agreement  shall commence on the date first set forth
above and shall  continue for a period of one year.  Thereafter,  this Agreement
shall be automatically renewed on an annual basis unless one party gives written
notice of  termination  to the other not less than  sixty (60) days prior to the
termination  of the then current term.  This Agreement also may be terminated by
either party for cause.  In the event one party is in breach of its  obligations
hereunder,  the  non-breaching  party shall provide written notice of the breach
and the breaching party shall have thirty (30) days after receipt of said notice
to effect a cure of said breach. Failure to effect a cure within the thirty (30)
day period shall result in an immediate termination hereof.  Termination of this
Agreement for whatever cause shall not release either party from any obligations
created  hereunder  which,  by  their  specific  terms,  survive  expiration  or
termination of this Agreement;  provided, however, that notwithstanding anything
to the contrary set forth above,  Representative  shall no longer be entitled to
solicit sales of Products after the termination of this Agreement.


          Each party to this Agreement shall indemnify, defend and hold harmless
the other  party  and any of its  affiliates  or  subsidiaries  (including  such
party's directors,  officers and employees) from and against any and all claims,
suits, losses,  liabilities,  damages,  judgments,  awards,  expenses and costs,
including  reasonable  attorneys'  fees,  arising  in  any  way  from:  (i)  any
activities of such party outside the scope of this Agreement; (ii) any breach by
such  party of any of the  terms and  conditions  of this  Agreement;  (iii) any
failure on the part of such party to pay any taxes,  whether  federal,  state or
local,  and whether  income,  payroll or  otherwise;  or (iv) any taxes,  debts,
liabilities, obligations of every kind and description of such party.


          Representative  is an  independent  contractor and is not an employee,
servant,  partner or joint  venture  partner  of  Company.  Except as  otherwise
expressly  provided for herein, no employee of Representative  shall be entitled
to  any   benefits   which   employees  of  Company  are  entitled  to  receive.
Representative  is responsible for all taxes with respect to amounts received by
Representative pursuant to this Agreement.


          During the term of this Agreement and thereafter, neither party hereto
will,  directly or  indirectly,  disclose or use any  confidential  information,
records,  trade secrets or any other secret or  confidential  matter relating to
the  clients,  employees,  business,  products or  services of the other  party,
whether  or not it is  identified  as  secret  or  confidential,  without  first
obtaining the prior written consent of such party. This covenant  includes,  but
is not  limited  to:  disclosing  or  using  information  concerning  customers,
customer  requirements,   trade  secrets,  markets,  costs,  products;   product
development,  marketing and business plans or strategies; divulging the identity
of clients or employees; or soliciting clients or employees.


          This Agreement  supersedes all prior  agreements  between the parties,
may not be assigned by Representative  without Company's prior written approval,
cannot be  modified  unless in  writing  signed by both  parities,  and shall be
construed in  accordance  with the laws of the State of  California.  Notices or
other communications required or permitted hereunder shall be sufficiently given
if sent by first class mail, postage prepaid, to the parties at their respective
addresses  set forth  herein or to such other  address as shall be  furnished in
writing  by the  party  to whom  notice  is  given  and  such  notice  or  other
communication shall be deemed to have been given as of the date so mailed.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                    MEDSTRONG INTERNATIONAL CORPORATION






                                    Stuart Graff


                                   ADDENDUM A
                           TO REPRESENTATIVE AGREEMENT

The initial account closed by the Stuart Graff/Mark Ceslowitz collaboration is:

                  Trip Mate Insurance Agency
                  9225 Ward Parkway
                  Kansas City, MO  65114

Representative commission paid by the Company is to be split fifty/fifty and
distributed as follows:

Fifty percent (50%) sent to:

Mark Ceslowitz, President, Inc.
46 W. 83rd Street, Suite D
New York, NY  10024
Telephone (212) 439-9184 - Federal Tax ID 13-4102640

Fifty percent (50%) sent to:

Stuart Graff
2300 Corporate Boulevard N.W., Suite 214 Boca Raton, FL 33481-0997 Telephone
(561) 988-4000 -- SS No. ###-##-####