LINDA CHRISTEN DESIGNS
MANUFACTURER / REPRESENTATIVE AGREEMENT
This Agreement, made this 23 of June, 2022 (hereinafter, “Effective Date”) by and between Linda
Christen Designs (“Principal”) and The Interactive Broadcasting Company, Inc. (TIBC)h
(“Representative”) (collectively referred to as the “Parties” or individually as the “Party”) and includes
that Party’s successors and assigns.
the “Parties”) is as follows:
FOR AND IN CONSIDERATION of the mutual promises hereinafter set forth, the Parties hereby agree
that:
1. Non-Exclusive Right to Represent
Principal grants to Representative the non-exclusive right to represent Principal in the territory
defined in Paragraph 2 in connection with all sales of Principal’s products described in Paragraph 3
subject to the terms and conditions set out in this agreement. Representative hereby accepts said
appointment.
2. Territory
The Representative’s Territory is global.
3. Products
A. This Agreement covers all products currently offered for sale by Principal as well as those
products developed or added by Principal, including private label products (as defined in
Paragraph 3.B) ordered by retailers introduced by Representative, during the term of this
Agreement, hereinafter collectively referred to as “Products.”
B. A private label product is one that is manufactured by Principal and sold under a retailer’s brand
name. The retailer works with Principal to specify the design, packaging, labeling, pricing and
other related aspects of the private label product. The retailer then pays Principal to have it
produced and delivered.
4. Duties of Representative
Representative has the following responsibilities:
A. Use his best efforts and his industry standards to promote, solicit and procure orders for the
Products within the Territory on behalf of the Principal under the Principal’s standard terms and
conditions of sale.
B. Representative will conduct all of his business in his own name and in such manner as may seem
fit. Representative will pay all expenses of his office and activities and be responsible for the
acts and expenses of individuals with whom he works regarding Product sales.
C. Evaluate potential customers’ needs and relate these requirements to Principal.
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D. Report periodically to Principal information concerning sales referral activities relating to the
Products.
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E. Give the Principal a two-year commitment for providing their t-shirt line, baseball caps,
sweatshirts, leggings and sportswear and the ability to add products that the parties agree upon.
F. The Representative agrees to indemnify, hold harmless and defend the Principal and its directors,
officers, employees, and agents from and against any action, claim, demand, or liability, including
reasonable attorney’s fees and costs, arising from but not limited to:
i. the Representative’s breach of this Agreement;
ii. the negligence or willful misconduct of the Representative; or
iii. any allegation that the Representative caused injury or damage to any third Person (except as
otherwise excluded in clause 5 I) ."Person" is defined as any individual, corporation, company,
partnership, government or any other entity.
The Representative agrees that the Principal shall have the right to participate in and control the
defense of any such claim through counsel of its choosing at the Representative’s expense.
G. Cooperate with and assist Principal in promotional and merchandising campaigns. Cost of the
campaigns initiated by Principal to be paid by Principal and cost of campaigns initiated by
Representative to be paid by Representative unless other arrangements are made between
Principal and Representative and agreed to in writing.
H. Furnish Principal with copies of all quotations and correspondence to prospective customers
relating to the Products.
I. Representative shall not, without Principal’s prior written approval, alter, enlarge, or limit
orders, or make representations or guarantees concerning the Products, other than those
extended by Principal, or accept the return of or make any allowance for the Products.
J. Furnish to Principal’s credit department, on request, information which it may have relative to
the credit standing of a customer.
K. Representative shall not use Principal’s trade names or trademarks as part of Representative’s
corporate or business name.
5. Duties of Principal
Principal has the following responsibilities:
A. Keep Representative informed on a timely basis of changes and innovations in manufacture,
uses and applications of the Products.
B. Furnish Representative, without charge via email, text, website or social media, Principal’s
promotional and advertising materials, literature and catalogues, and pricing and sales
information.
C. Provide, at no charge, to Representative such Products and related print material as shall be
necessary to support sales of the Products within the Territory. The amount of the Products and
print material to be determined by Principal.
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D. Provide training for personnel designated by Representative in the advertising, sales, promotion,
and marketing of the Products in order to assist Representative in the facilitation of the sale of
the Products.
E. Provide complete support for quotations, including proposals, applications, test results and
other assistance as may facilitate procuring an order.
F. Provide Representative with copies of all purchase orders, invoices, and sales reports on a
monthly basis relating to customers and orders for which Representative is entitled to
commissions.
G. Principal is solely responsible for the design, development, supply, manufacture and
performance of the Products and the protection of its intellectual property rights.
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H. Principal is solely responsible for all credit risks, collections and bad debts.
I. Principal indemnifies and holds Representative harmless from all liabilities, losses, damages,
costs and expenses, including reasonable attorney’s fees and court costs, however caused,
which may be incurred or sustained by Representative by reason of any Product (whether or not
defective) or any act or omission of Principal including, but not limited to, the assertion by any
third party that the Products infringe any intellectual property rights; breach of warranty;
allegations that the Products caused injury or death to any person or damage to property or
both; or any injury to business, character or reputation, or any violation of a municipal, state or
federal law or regulation governing the Products or their sale.
6. Acceptance of Orders
All orders solicited by Representative are subject to acceptance by the Principal at their
discretion. Representative shall not accept orders in Principal’s name.
7. Terms of Sale
Principal shall establish the terms of sale of the Products, including prices and customer charges
(“Sales Policies.”} The Sales Policies are those currently listed on Principal’s wholesale and private
label price lists. Principal shall have the right, in its sole discretion, from time to time, to establish or
change prices and other terms of sale. Principal shall give Representative at least thirty (30) days
prior written notice of each change to its Sales Policies.
8. Representative’s Compensation
A. Principal shall pay to Representative a commission equal to a percentage of the nNet profit
Invoice Price (as defined in Paragraph 8.B) on all orders for Products which are accepted by the
Principal as compensation for services performed hereunder.
B. “Net Invoice Price” means the total price at which an order is invoiced to the customer
(calculated to include any increase or decrease in the total amount of the order subsequent to
acceptance of the order), less shipping costs, taxes, and insurance.
C. “Order” shall mean any commitment to purchase the Products which calls for shipment to
Representative’s customer. An order will be considered accepted for the purpose of
commissions, unless the Principal notifies Representative in writing that the order is rejected
within thirty (30) days of submission of the order to Principal, whether submitted by
Representative, customer or through some other source.
D. If Principal establishes during the term of this Agreement a network of distributors, resellers or
remarketers (“Resellers”), Representative shall only receive a commission on the nNet profit
Invoice Price of orders shipped to Representative’s customers.
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9. Payment of Commission & Performance Bonus
A. Representative shall receive % of the nNet profit on each ProductInvoice Price as his sales
commission based on all of Representative’s orders accepted by Principal. The Representative
understands that the commission percentage will not be on the Product’s price but on its profit
having deducted any liabilities on the Product such as but not limited to taxes, insurance,
shipping costs and the Principal’s out of pocket expenses. Commissions on these orders are
earned and paid in the following manner:
1. Commissions are fully earned on the date that Customer pays his invoice and funds are
cleared.
2. Commissions are fully payable on the last day of the month following the month that funds
are cleared.
B. The Representative will receive a 3% net profit commission on the Principal’s line of Childrens
collection "Beautiful Me". This percentage will be subject to negotiation once there is a review
of the sales’ progress.
C. If a customer cancels an order and Principal assesses any cancellation charges, Principal shall
pay Representative a % commission on such cancellation charges.
D. Each month Principal will provide Representative with the following:
1. A list of all of Representative’s orders accepted by Principal during that month and copies of
each order.
2. Copies of invoices pertaining to Representative’s orders invoiced during that month.
3. A commission statement showing the manner of computing Representative’s commissions,
all commissions earned and all commissions payable to Representative during that month.
E. There shall be deducted from any sums due to the Representative an amount equal to
commissions previously paid on orders for Products which have been shipped by Principal,
returned by the customer, and for which Principal has given the customer full refund or credit
for the purchase price on such Products.
F. No modification of this Agreement shall in any way affect Representative’s commission rate
unless there is mutual written agreement to such modification and specific reference is made
therein to the commission rate affecting purchase orders.
10. Term of Agreement and Termination
A. The term of this Agreement shall be for two (2) years commencing on the effective date of this
Agreement. This Agreement shall renew automatically for additional one (1) year periods upon
all anniversary dates hereof unless otherwise terminated as provided herein.
B. This Agreement may be terminated at any time, without cause, by either party upon giving the
other party at least three (3) months prior written notice. Such termination shall be effective
three (3) months hence from the date of such notice. If a Party wishes to terminate the contract
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with less than this stated period, the other Party reserves the right to charge costs that they
have already paid in advance or incurred. Notwithstanding the foregoing, neither party shall
have the right to terminate this Agreement without cause during the first one (1) year period of
the initial term unless such termination is by mutual written agreement.
C. This Agreement may be terminated immediately for cause by either party in the event the other
party fails to perform any of its material obligations under this Agreement so as to be in default
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hereunder, and after receiving written notice specifying in detail the nature of the material
breach from the non-defaulting party, fails to cure such default within thirty (30) days
thereafter.
D. In the event of termination of this Agreement for any reason, then Representative shall be
entitled to full commissions on all Representative’s orders which originate from and ship into
Representative’s Territory which are dated prior to the effective date of termination, regardless
of when such orders are accepted by Principal and regardless of when such orders are shipped.
E. In the event Principal terminates this Agreement without cause, then Representative shall be
entitled to the following compensation in addition to the commissions described in Section 10D
above: full commission on all Representative’s orders dated during the ninety (90) day period
immediately following the effective date of termination.
F. Commissions referred to in this Paragraph 10 shall be paid to Representative no
later than the last day of the month following the month in which Principal receives payment of
Representative’s orders and funds have cleared.
G. In furtherance of the transparent business relationship contemplated by this Agreement,
Principal shall permit Representative, upon at least ten (10) business days prior written notice,
to inspect the financial books and records of Principal that directly pertain to Representative.
Representative shall have free and full access to the respective financial books and records for
such purposes, and may make copies of these documents at Representative’s sole expense.
H. Any monies owed by either party to the other shall survive termination of this Agreement.
I. The termination of this agreement shall not discharge the liabilities accumulated by either Party.
J. Any Clauses intended by the Parties or this agreement to survive the termination of this agreement
shall survive the termination of this agreement by whatever cause.
11. Controlling Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of
California without regard to its conflict of laws provisions.
12. Dispute Resolution
The Parties agree to use best efforts to discuss and resolve any controversy and/or claim arising out
of or relating to this Agreement. In the event the Parties have used best efforts to resolve a
controversy and/or claim between themselves and have concluded that the respective controversy
and/or claim cannot be settled through direct discussions, the Parties shall endeavor to resolve the
controversy and/or claim by mediation conducted by the American Arbitration Association under its
Mediation Rules. If settlement is not reached within sixty (60) days after service of a written demand
for mediation, any unresolved controversy and/or claim shall be settled by arbitration administered
by the American Arbitration Association under its Commercial Arbitration Rules. The number of
arbitrators shall be one (1). The place of arbitration shall be Sacramento, California. Judgment on
the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
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13. Non-Solicitation. For the duration of this Agreement, any subsequent agreement executed for the
same or similar purpose, and after the termination of this Agreement, the Representative shall not
interfere with the Principal’s relationship with, or endeavor to entice away from the Principal, the
Principal’s customers, any officer, director or employee or any person who had a material business
relationship with the Principal in the duration of this Agreement.
14. Confidentiality. All non-public, confidential, or proprietary information of a Party (Disclosing Party),
whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and
whether or not marked, designated or otherwise identified as “confidential” in connection with this
Contract is confidential, solely for the use of performing this Contract and may not be disclosed or
copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s
request, the other Party (Recipient Party) shall promptly return all documents and other
confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive
relief for any violation of this Section.
This Section does not apply to information that, at the time of disclosure, (i) is or has been available
publicly, other than for the reason of disclosure directly or indirectly by the Recipient Party; or (ii)
has been made available to the Recipient Party and not bound by the obligation of confidentiality,
or confidential information obtained independently by the Recipient Party without assistance,
utilization, or use of confidential information. In addition, this Agreement is confidential and
cannot be divulged to third parties, unless as provided by law, without the written consent of the
Parties.
15. General Provisions
A. Independent Contractors: Nothing in this agreement shall be construed to constitute
Representative as the partner, employee or agent of Principal nor shall either party have any
authority to bind the other in any respect, it being intended that each shall remain an
independent contractor responsible only for its own actions.
B. Assignment: This Agreement may not be assigned by either party without the prior written
consent of the other party.
Assignment: This Agreement may not be assigned by either party without the prior written consent of
the other party.
C.
D. Further Assurances. Each Party hereto agrees to perform any further acts and to execute and
deliver any further documents that may be reasonably necessary to carry out the provisions of
this Agreement.
E. Force Majeure. For this Agreement, "Force Majeure" means an event which a diligent party could
not have reasonably avoided in the circumstances, which is beyond the control of a party and
includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse
weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any
other action by government agencies. A Party’s failure to fulfill its obligations due to Force
Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all
reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry
out the terms of this Agreement.
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F. Notices: Any notice provided for or permitted in this Agreement will be deemed to have been
given when emailed to the party to be notified. Any notice delivered by email shall request a
receipt thereof confirmed by email or in writing by the recipient, and the effective date of such
notice shall be the date of receipt, provided such receipt has been confirmed by the recipient.
G. Entire Agreement: This Agreement constitutes the entire agreement of the Parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous oral and written
agreements between them. It may not be modified in any way without prior mutual, written
agreement.
H. No Implied Waivers: The failure of either party at any time to require performance by the other
of any provision herein shall not affect the right of such party to require performance at any time
thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or
held to be a waiver of the provision itself.
I. Controlling Agreement: In the event of a conflict between the provisions of this Agreement and
the provisions contained in any contract or sales order form used by Principal, the provisions of
this Agreement shall control.
J. Severability: If any provision of this Agreement is held to be invalid by a court of competent
jurisdiction, the remainder of this Agreement shall not be affected thereby and shall remain in full
force and effect.
K. Headings. The article and section headings in this agreement are for convenience; they form in no
part of this agreement and shall not affect its interpretation.
L. Counterparts. This agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written
above.
PRINCIPAL:
Linda Christen Designs
BY (Signature): DATE:
NAME (Print): TITLE:
REPRESENTATIVE:
The Interactive Broadcasting Company, Inc.
BY:
Jerome Picot, President
DATE:
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