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SCI Surge Components, Inc.

6.  Operating Procedure and Communications:-- Surge agrees that it will, at all times, use its best efforts to promote the business and welfare of Lelon.

a.  Surge's duties in connection with the promotion of business for Lelon shall include but are not restricted to: active solicitation of orders, application engineering, assistance on proposal preparation, field service, liaison engineering, assistance with contract negotiations, contract administration, prompt follow-up of and reporting on sales leads, conscientious  and active promotion of Lelon products, and complete disclosure to Lelon of information pertinent to Lelon within the territory.

 

b. Lelon agrees to furnish Surge with copies of all correspondence and sales leads and other information pertaining to sales and prospective sales within the Surge's assigned territory promptly upon their origination.

 

7.  Confidentiality:--Both parties to this agreement acknowledge that it is in a confidential relationship in respect to proprietary items, trade secrets, processes, inventions, operational procedures including manufacturing and marketing secrets, customer names, selling prices, or any and all other information obtained by this association. Both parties, and their servants, employees and associates, shall not disclose during the term of this Agreement, nor at any time thereafter, any prices, trade secrets, processes,  inventions, proprietary information, operational procedures, or other information which may have been revealed to each other, its servants, employees and associates, during the term of this Agreement.

 

8.      Sales Promotion:--lt  is contemplated  that Lelon may from time-to-time  engage  in sales promotion and advertising on behalf of its product line in conjunction with sales activities of Surge.  In connection with such efforts, Lelon will supply reasonable quantities of promotional, advertising material without cost to the Surge.

 

9.  Training:--Lelon recognizes the importance of adequate training on its products, their applications and how they are sold.  Accordingly,  Lelon will from time-to-time prepare training materials and provide training programs  for Surge.   Surge agrees to make every reasonable effort to assure active participation of all appropriate personnel in its organization in the use of such materials and attendance at Lelon training events.

 

10.   Prices:--SCI   reserves   the   exclusive   right  to   establish   all   prices,   discounts specifications, terms and conditions governing the sale of Lelon's products and services.   SCI further reserves the right to change any and all such prices and other terms of sales at any time.

 

11.   Acceptance  of Orders:-    It is understood  that Lelon hereby grants to Surge the authority to solicit and obtain orders for transmittal to Lelon.  Surge has express  authorization to accept orders on behalf of Lelon and to enter into written or oral contracts or agreements of any nature on behalf of Lelon, subject to final acceptance by Lelon.

 

12.  Effective  Date:--This  Agreement  shall  become  effective  when  executed  by  the Surge and a duly authorized officer of Lelon as of the date first above written

 

13.  Termination:--This Agreement shall terminate automatically upon the occurrence of any breach of the Agreement by SCI or by the Lelon. Otherwise, termination may occur by the will of either party, with written notice, which notice must be confirmed received by the receiving party. This notice will provide a winddown of affairs  over a 6 month period, unless mutually agreed by both parties to end sooner.  Upon termination, Lelon agrees to honor and carry out the completion of all open and existing orders which they have accepted as of the termination date.