PARTNER/ DISTRIBUTOR AGREEMENT
THIS AGREEMENT is made by and between SCANSCAPES TECHNOLOGIES LLC, owner of ARtscapes products (“Owner”, “Company”), with its principal place of business located at 935 Gravier, 10th floor, La. 70112, and SIGNEE, (the "DISTRIBUTOR, PARTNER , YOU"),
NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:
1. The product (s) or product line (s) included in this agreement are but not limited to: ARtscapes & Various Augmented Reality Products & Services, (the "Products & Services").
a. Distribution Right: SCANSCAPES TECHNOLOGIES LLC hereby appoints and grants DISTRIBUTOR the non-exclusive and non-assignable right to sell the
Products & Services of. DISTRIBUTOR agree to maintain performance in the territory to remain non- exclusive, as set in Schedule A. The customers are end users who purchase the Products & Services.
2. Trademarks and Logo Use: SCANSCAPES TECHNOLOGIES LLC hereby grants to the DISTRIBUTOR a limited right-to-use license (the "License") for certain SCANSCAPES TECHNOLOGIES LLC SCANSCAPES TECHNOLOGIES LLC & ARtscapes trademarks and logos (the "Logos") for the duration of the Agreement as described herein, and under the following terms and conditions:
a. This License is granted for the benefit of SCANSCAPES TECHNOLOGIES LLC’S DISTRIBUTOR and others with a legitimate intent to advertise and sell SCANSCAPES TECHNOLOGIES LLC’s ARtscapes products and other products & services at Owners sole discretion;
b. SCANSCAPES TECHNOLOGIES LLC has full ownership right to the Logos and the DISTRIBUTOR does not acquire any rights, title or interest in or to the marks beyond that set forth herein;
c. If the DISTRIBUTOR uses the Logos in conjunction with logos representing awards or publications of companies granting such awards, it shall be the responsibility of the DISTRIBUTOR to give appropriate attribution to such companies, and to correctly identify such logos with their
respective companies; and
d. The DISTRIBUTOR may not, under any circumstances, alter the appearance of the Logos, either by alteration, size, color or combination with any other logo. Breach of this section will be grounds for immediate termination of this License, and any other legal remedies SCANSCAPES TECHNOLOGIES LLC may deem appropriate.
3. Payments/ Prices: DISTRIBUTOR agrees to sell owner's Products & Services at prices set by and at owners sole discretion and will be discounted as per latest prices listed in PARTNERS ONLY wholesale dashboard. DISTRIBUTOR will also have the option of purchasing direct at same discounts listed in Schedule A or latest offered bulk/ volume pricing.
4. Marketing Materials/ Samples: DISTRIBUTOR agrees to use/order company created marketing materials/samples at their own expense, including but not limited to business cards,
promotional postcards, inventory, samples, exhibits, display materials, signage & art displays using owner's logos, artwork, graphics, content at owners sole discretion. The creation/ printing/manufacturing and use of any other materials will be allowed but shall be submitted for approval by owner.
5. SCANSCAPES TECHNOLOGIES LLC reserves the right to modify DISTRIBUTOR Partner Program at anytime with 30 day notice .
Non-existent in this contracted agreement is there any implied or hidden impose liability or obligation on SCANSCAPES TECHNOLOGIES LLC for any expenditure made or incurred by the DISTRIBUTOR, or for any sale or promotional activity undertaken by the DISTRIBUTOR, except pursuant to written and explicit request of representatives of SCANSCAPES TECHNOLOGIES LLC.
Terms: The term of this Agreement shall be for one (1) years from the date hereof, unless sooner terminated. Following such Initial Term, this Agreement shall be
automatically renewed for successive one year, unless either party notifies the other in writing of an intention not to renew the Agreement within ninety (90) days of the end of the Initial Term. Termination shall not relieve either party of obligations incurred prior thereto. This Agreement may be terminated under the following stipulations without exception under any circumstances:
a. by the DISTRIBUTOR at anytime upon thirty (30) days written communiqué notice to SCANSCAPES TECHNOLOGIES LLC.
b. by SCANSCAPES TECHNOLOGIES LLC upon thirty (30) days written communiqué’ notice to the DISTRIBUTOR for cause or in the event the DISTRIBUTOR breeches this contact (in any manner);
c. by SCANSCAPES TECHNOLOGIES LLC upon thirty (30) days written communiqué notice to the DISTRIBUTOR in the event the DISTRIBUTOR becomes involved in any arrangements with creditor, voluntary or involuntary bankruptcy proceedings under the Bankruptcy Laws of the United States;
a. As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to
products, software, services, development, inventions, processes, techniques, customers,
pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by SCANSCAPES TECHNOLOGIES LLC (the
“Disclosing Party”) to the DISTRIBUTOR (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually.
9. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement
shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.
10. In no event shall the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6. The Recipient Party may disclose the Proprietary Information to the extent required by valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party shall use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party shall have a reasonable opportunity to object to such disclosure.It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession.
e. The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm if the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party.
10. Non-Compete: DISTRIBUTOR agrees that during the term of this agreement and for period of 2 years after the termination of this agreement, not to sell, create, resell, participate in or advise in any competing products or services that offer augmented reality.
11. Notice or Communication. Any notice or communication required or permitted hereunder (other than Administrative Notice) shall be in writing and shall be sent by registered mail, return receipt requested, postage prepaid and addressed to the addresses set forth below or to such changed address as any party entitled to notice shall have communicated in writing to the other party. Notices and communications to SCANSCAPES TECHNOLOGIES LLC shall be sent to:
SCANSCAPES TECHNOLOGIES LLC dba ARtscapes
935 Gravier St. #1034 New Orleans, La. 70112 email@example.com
12. Relationship of Parties. The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expresslygranted to the DISTRIBUTOR expressly reserved to SCANSCAPES TECHNOLOGIES LLC . The DISTRIBUTOR shall have no right, power or authority in any way to bind SCANSCAPES TECHNOLOGIES LLC to the fulfillment of any condition not herein contained, or to any contract or obligation, expressed or implied
13. Indemnity. The DISTRIBUTOR agrees to hold SCANSCAPES TECHNOLOGIES LLC free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever
(a) arising from acts of the DISTRIBUTOR;
(b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts of third parties in relation
to products sold to the DISTRIBUTOR under this Agreement, including, but not limited to execution of liens and security interests by third parties with respect to any such products.
14. Supersedes. Both parties agree that this agreement supersedes any and all previous agreements, both verbal and written.
15. Disparagement. You shall not, during the term of this agreement or after, disparage, defame, or discredit any member or employee of COMPANY or engage in any activity which would have the effect of disparaging, defaming,or discrediting COMPANY, or its members, managers,affiliates, officers, directors, employees or agents in their respective capacities as members, affiliates,officers, directors, distributors, employees or agents, in any way.
16. Assignment. This Agreement constitutes a personal contract and DISTRIBUTOR shall not transfer or assign same without the advance written consent of Owner.
17. Applicable Law. This Agreement shall be governed by the laws of the State of Louisiana and is
accepted by SCANSCAPES TECHNOLOGIES LLC at its Corporate Office address in 935
Gravier St #1034 New Orleans, La. 70112. All payments hereunder shall be made at SCANSCAPES TECHNOLOGIES LLC 's Corporate Office address or electronically at owner's sole discretion. SCANSCAPES TECHNOLOGIES LLC's rights granted hereby are cumulative and in addition to any rights it may have at law or equity.