DISTRIBUTORSHIP AGREEMENT

 

 

This AGREEMENT made and entered into on this October 2, 2006 (“Effective Date”), by and between SAMSUNG ELECTRONICS CO., LTD. having its place of business at 416 Maetan 3-Dong, Yeongtong-Gu, Suwon City, KyungKi-Do, KOREA (hereinafter referred to as the “Seller”), and GVI SECURITY INC. having its place of business at 2801 Trade Center Drive, Suite 120, Carrollton, Texas. 75007, U.S.A (hereinafter referred to as the “Distributor”), hereinafter jointly referred to as the PARTIES.

 

WHEREAS, the Seller is engaged in manufacturing and marketing of CCTV and Security Surveillance Equipment, the details of which is defined as below (hereinafter referred to as the “Products”), and whereas, the Distributor desires to purchase and market such Products under the terms and conditions of this Agreement;

WHEREAS, the parties entered into Distributor Agreement generally describing, and providing certain obligations and rights of the parties relating to distributorship in effective August 31, 2004, and terminating on October 2, 2006. (“Previous Agreement”)

WHEREAS, the parties wish to enter into a distribution arrangement by entering into this Agreement, which shall define and provide more detailed rights and obligations of the parties;

NOW THEREFORE, in consideration of the promise and mutual covenants hereunder set forth, the Parties hereto agree as follows:

 

 

1) Complete Professional security product line

 

(a)	the Seller has discontinued the manufacture or sale of the Products ordered at the time the order is received, (provided, however, that Distributor must be notified 90 days in advance of any discontinued products), or

(b)	the Distributor has defaulted upon any of Sections of this Agreement;

 

(on the basis of actual shipping) for the specified Agreement period as follows ;

U$ Million

 

 

 

 

 

The Distributor undertakes to focus its marketing effort on Seller’s products but not to the exclusion of other products sold by the Distributor and recognizes that the level of investment required to properly support the Products is substantial.

 

 

 

 

 

 

 

 

a)	Seller can no longer retain the distributorship due to Seller’s policy or any governmental policies or regulations;

b)	Seller determines that invalidation or retraction of Distributor’s distributorship is warranted due to failure or breach of Distributor’s obligations of this Agreement;

c)	Seller terminates or no longer engages in its CCTV business in the Territory or transfers substantial portion of its CCTV business to an unaffiliated third party.

Upon termination of this Agreement pursuant to Section 8.1, neither party shall be liable to the other, either for compensation or for damages of any kind or character whatsoever, on account of the loss by Seller or Distributor and/or Distributor of present or prospective profits on sales or anticipated sales, good will, or expenditures, investments or commitments made in connection therewith or in connection with the establishment, development or maintenance of distributor’s/Distributor’s business, except that termination shall not prejudice or otherwise affect the rights or liabilities of the parties with respect to Products sold under this Agreement or any indebtedness then owing by either party to the other

1.	When the other party becomes bankrupt or insolvent or has its business placed in the hands of receiver, assignee or trustee, whether by voluntary act or otherwise;

2.	When the other party attempts to assign this Agreement or any rights hereunder to a third party without the party’s prior written consent;

3.	If the other party ceases to function as a going concern or to conduct its operations in the normal course of business, as this is described in the terms of this agreement;

 

 

4.	If the other party shall not have remedied a breach or failure to perform or observe its obligations under this Agreement within thirty (30) days of a written notice requiring the remedy of such breach or failure;

5.	If Distributor breaches its obligations regarding the confidentiality information as provided in Article 9;

6.	If Distributor breaches its obligations of the Minimum Annual Purchase as provided in Article 3

7.	If Distributor breaches its obligations of the Payment as provided in Article 7.

 

Distributor and Seller shall not be allowed to make use of any business or trade secrets or other information of the Seller or to pass those secrets on to any third party without prior written consent of the Seller. Distributor and Seller shall not disclose to any third party without the prior written consent of Seller, nor use for any purpose other than the performance of the obligations under this Agreement, any confidential information concerning the Products or business affairs of Seller (including but not limited to prices, discounts, terms and conditions of sales, customers, business affairs, Products, or Product specification) which it receives directly or indirectly from Seller, or which it requires or develops in the course of its transactions with Seller. The obligation herein provided shall survive the termination or expiration of this Agreement for five (5) years. The Seller Price Lists for Products and Spare Parts shall be deemed as Confidential Information, remain as the property of the Seller and must be kept private & confidential.

 

 

 

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement the day and year first written below.

The seller  SAMSUNG ELECTRONICS CO., LTD			The distributor,
By :   Position :   Date :          2006			By: Steven E. Walin Position: CEO Date:            2006

 

This Agreement is executed in two original copies.