Appointment and Authority

The Company agrees to appoint the Sales Agency as a representative for its products. Furthermore, the Sales Agency is in acceptance of such appointment.

Commission

All commissions shall be computed based on the net sale total invoiced by the company to the customer on the previous order All commission payments shall be made in Zambian currency and will be subject to all government laws including taxes and withholdings. The commission shall be earned upon the customer order date and will be due within 30 days of the invoices' creation and product shipment. Any unpaid dues occurring due to unpaid customer invoices may be charged back to the Sales Agency with prior notice and allowance for the Sales Agency to induce payment of said charges. If payment is received, the Sales Agency will be entitled to the compensations charged back. A monthly earnings statement will be made available to the Sales Agency from the Company on the 15th of each month, which will be inclusive of any and all earnings, withholdings, and chargebacks. The company shall provide an updated copy of all commissions and bonuses to be paid out.

Sale of Product

The Company shall provide an updated copy of all price lists, delivery schedules, as well as any terms and conditions related to the products or services being sold. All quotes given by the Sales Agency shall reflect the above documents. The Sales Agency will have no authority to offer discounts or any other pricing unless prior written consent has been obtained from the Company. Additionally, the Company may change pricing, delivery costs, terms and conditions, or delivery schedules with 30 days prior notice to the Sales Agency. These changes will not affect any sales accepted prior to the notification date.

Sales Agency Responsibilities

The Sales Agency may, at their own expense, deploy advertising or sponsorship campaigns in the assigned territory. The Sales Agency may, at its own expense, attend any industry trade shows as a representative of the Company. The Sales Agency will be responsible for providing all customer service necessary or requested by clients. Any product complaints shall be investigated by the Sales Agency and will be submitted to the Company immediately for their consideration. The Sales Agency will be responsible for all costs and expenses incurred from conducting business within this sales agency agreement. The Sales Agency shall not under any circumstances make any misleading or false representations regarding the products or Company in this sales agency agreement.

Additional Company Requirements

The Company will provide any and all sales training needed for the Sales Agency as well as the Agency’s personnel periodically as deemed necessary. When possible all training should take place at the Company’s headquarters. Any government licenses or approvals needed must be obtained by the Sales Agency prior to entering into this Sales Agency Agreement. The Company shall, at their sole expense, provide the Sales Agency with all marketing and technical information concerning the products. The Company shall provide delivery based on commitments to the best of its ability at all times. Any product developments or enhancements to the product shall be delivered to the Sales Agency no later than 30 days of the release of such.

Trademarks

During this sales agency agreement’s term the Sales Agency shall have rights to represent the products within the designated territory including those products under trademark, copyright, or trade name of the Company. The Sales Agency will under no condition remove or alter any trademarks listed on the product by the Company.

Confidentiality

The Sales Agency understands they may gain knowledge of certain information or materials that are of high value to the Company. Information of high value may not be disclosed to third parties under any circumstances during and after the term of this sales agency agreement. All information marked confidential by the Company will remain as so even after the termination of this Agreement unless prior written consent from the Company has been obtained. Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the client.

Indemnification

It is and will remain the Company's sole responsibility to develop, design, and produce all of its products as well as all patents and trade names owned by the Company. The Company agrees to hold the Sales Agency harmless against as well as pay any and all claims, losses, fees or damages that may result from the infringement of the Company's patents, trade names, or products. If the Sales Agency shall receive any notices with regard to any proceedings occurring from the above instances such notices shall be delivered to the Company.

Term and Termination

This agreement may be terminated under any of the following conditions:

- Either party filing for bankruptcy.

- Any breach of the conditions listed that is not cured within 30 days of notice.

- Upon either party's conviction of a crime or action that impacts the performance and ability to abide by the agreement terms.

Notices

Any and all notifications with regard to this sales agency agreement shall be delivered to the addresses provided when signing up.

Assignment

Both parties agree not to transfer this agreement or any obligations pertaining to this agreement without prior written consent.

Compliance with Law

Both parties agree to comply with all governmental laws and regulations applicable under the laws of Zambia. Any legal proceedings regarding this sales agency agreement will be conducted as provided for under the laws of Zambia. Furthermore both parties agree to seek mediation prior to making any legal actions.

Property Rights

The Sales Agency understands and agrees the Company is the rightful owner of any and all titles, rights, interest, and products included in this agreement. The Sales Agency will be permitted to use the products in accordance with this agreement and upon termination will relinquish any rights obtained.

Modification

In the event any modifications or changes are required to this agreement while in effect, such changes must be submitted in writing and approved by both parties prior to changes coming into effect.

Entirety

This agreement and all its entirety shall constitute as the entire agreement between the parties. This agreement supersedes any and all previous agreements whether oral or written between the parties.

Acceptance

Both parties agree not to transfer this agreement or any obligations pertaining to this agreement without prior written consent.