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The following is an accurate reproduction of the Distributor Agreement from Miche Bag in 2009. We have attempted to reproduce it from a Word Document.
Content has not been altered except to remove a name.

MICHE BAG, LLC
DISTRIBUTOR AGREEMENT

THIS DISTRIBUTOR AGREEMENT (this “Agreement”) is entered into by and between Miche Bag, LLC (“Miche Bag”) and [name of distributor] (“Distributor”). Miche Bag and Distributor are collectively referred to hereinafter sometimes as the “Parties” and individually as the “Party.” The Parties hereby agree as follows:

1. Distributor Appointment. Miche Bag appoints Distributor to be a non-exclusive distributor of Miche® Bag items, which include but are not limited to handbag products that utilize the exclusive Miche® Bag interchangeable handbag exterior system (the “Products”) subject to the terms and provisions of this Agreement. Distributor's appointment shall be limited to the United States of America (the “Territory”).

2. Shipment, Title and Risk of Loss. All shipments of Products shall be made by the carrier and manner instructed by Distributor or, if no such instructions are issued, shipments of Products shall be made by the carrier and manner deemed appropriate by Miche Bag. Title and risk of loss or damage to the Products shall pass to Distributor upon delivery of the Products for shipment to such carrier at Miche Bag's warehouse facility, and any claim of loss or damage shall be made by Distributor against such carrier.

3. Sales Tax. Distributor acknowledges and certifies to Miche Bag that all Products purchased prior to the date hereof and all Products purchased hereafter under this Agreement are purchased for resale to third parties. Distributor shall be solely responsible for the collection and payment to the proper authorities of any and all applicable sales, use or similar taxes related to its sale of Products, and Distributor agrees to indemnify and hold Miche Bag harmless in connection with any and all claims that may be made against Miche Bag with respect to any such taxes. Distributor shall promptly execute and deliver to Miche Bag all sales tax exemption certificates reasonable requested by Miche Bag.

4. Independent Contractor. Distributor is entering into this Agreement and will perform its duties hereunder solely as an independent contractor. No term or condition under this Agreement nor any manner or method of payment hereunder shall create any relationship between Miche Bag and Distributor other than as expressed in this Agreement. Distributor shall not in any way, at any time, or under any circumstances be, or be construed to be, an employee, partner, agent, or joint venturer of Miche Bag. Distributor shall not at any time represent itself or hold itself out as an employee, partner, agent, or joint venturer of Miche Bag. Miche Bag shall not control or direct the details by which Distributor performs its work. Distributor shall determine the number of days and hours of its work and shall be solely liable for the wages, fringe benefits, work schedules, and work conditions of its partners or employees, if any. Distributor assumes all risks and hazards encountered in the performance of this Agreement.

5. Termination. This Agreement may be terminated by either Party upon 30 days' advance notice to the other Party; provided, however, that in the case of termination by Miche Bag, Distributor may, in compliance with all Policies (as defined below), sell its existing inventory within 60 days after its receipt of such termination notice.

6. No Franchise or Business Opportunity. The Parties acknowledge that the relationship between Miche Bag and Distributor is that of a product distributorship only and does not constitute a franchise or business opportunity relationship under Federal Trade Commission and various state rules and regulations, to wit, no payments are made to Miche Bag except for the purchase of Products at wholesale prices in quantities sufficient to maintain an inventory of Products to adequately promote and sell Products to Distributor's customers. Miche Bag makes no representations or warranties with respect to the business to be conducted by Distributor.

7. No Representations. Distributor represents and acknowledges that it is relying solely on its own judgment, including its own estimate of the market for the Products, in entering into this Agreement, and that Miche Bag has made no written or verbal representations or warranties, either express or implied, relating to (i) the duration of the relationship created hereby, (ii) the circumstances under which this Agreement shall or may be terminated, (iii) the size of the market for the Products, (iv) the amount of business that Distributor can or may expect to receive under this Agreement; or (v) the income that Distributor can or may expect to generate in connection with the Agreement or the sale of the Products.

8. Intellectual Property. Distributor represents and acknowledges that Miche Bag is the sole owner of all right, title, and interest to any intellectual property associated with the Products, or upon which the Products are based, including any trade secrets, know-how, patents, patent applications, designs (including design patents), copyrights, trademarks (federal or common law), and including any improvements thereto (the “Intellectual Property”), regardless country of origin or filing. Distributor agrees that any changes, updates, alterations or improvements to the Intellectual Property, even if made by Distributor (or by Distributor's employees, licensees, or assignees), shall be solely owned by Miche Bag. For any such changes, updates, alterations or improvements, Distributor agrees to promptly disclose the same to Miche Bag, and if requested by Miche Bag, perfect any assignment, powers of attorney, or declarations needed to file the same in the relevant patent, trademark, or copyright office.

9. Domain Names and Internet Usage. Distributor represents and acknowledges that Miche Bag shall have sole direction over usage and sale of the Products worldwide, including on the internet, whether via website, or auction. Distributor (and its heirs, licensees, employees, or assignees) agrees not to register any domain name incorporating any Miche trademark, trade name, product name, business name, company name, or DBA (Doing Business As), in whole or in part in any country (“Miche Domain Name”), without the express written permission of Miche Bag. For any such Miche Domain Name, Distributor agrees to immediately report the same to Miche Bag, and promptly cooperate to provide all required information, including any technical information, to assign full right, title, ownership, and/or control of the Miche Domain Name to Miche Bag.

Distributor further agrees that, without express written consent, Distributor (or its heirs, employees, licensees, or assigns) will not at any time offer or sell any Products at a price lower than that already approved by Miche Bag for the Territory. Similarly, and without express written consent, Distributor (or its heirs, employees, licensees, or assigns) agrees to not offer or sell any Miche Product in conjunction with an auction, including any internet auction. Distributor further agrees not to provide or sell any Products to another entity where Distributor is aware (or has sufficient reason to be aware) that the other entity will offer or sell the Product in conjunction with an auction, including any internet auction.

10. Non-Circumvention. Distributor and all their affiliated companies, agents, employees, successors in interest or assigns, will not, during this Agreement's term, circumvent Miche Bag by contacting, dealing with and/or entering into any agreement with any entity for the purpose of avoiding the covenants, terms and obligations of this Agreement whether express or implied.

11. Injunctive Relief. A breach of this Agreement will cause irreparable and continuing damage to Miche Bag for which money damages are insufficient, and Miche Bag shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate).

12. Policies and Procedures. Distributor has read the policies and procedures of Miche Bag in the form attached hereto as Exhibit A, as the same may be modified from time to time by Miche Bag (the “Policies”). Distributor agrees to abide by such Policies.

13. Miscellaneous Provisions. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without reference to any of the choice of law provisions thereof and as though the entire Agreement were performed in Utah by Utah residents. Each Party hereby irrevocably submits to the exclusive, personal jurisdiction of the state and federal courts located in Salt Lake County, Utah with respect to any claim or dispute arising out of this Agreement and waives any objection to jurisdiction and venue in such courts. THE PARTIES HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY AND ALL ACTIONS OR PROCEEDINGS BROUGHT WITH RESPECT TO ANY PROVISION OF THIS AGREEMENT. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes and integrates all prior agreements and understandings pertaining thereto. No covenant, representation, or condition not expressed in this Agreement shall affect or be deemed to interpret, change, or restrict the express provisions hereof. The failure of any Party to inspect this Agreement or the documents referred to herein (e.g., the Policies) constitutes a waiver of any objection, contention, or claim that may be based upon such an inspection. This Agreement may be executed in multiple counterparts, each of which shall be considered a valid instrument, and all of which, when taken together, shall constitute one and the same instrument. Photocopy signatures and signatures sent via facsimile or e-mail shall be valid as original.

IN WITNESS WHEREOF, the Parties have executed this Distributor Agreement to be effective as of the earlier of (i) the Current Date (as set forth below) and (ii) the Date of First Engagement as a Distributor (as set forth below).

MICHE BAG:
Miche Bag, LLC

_____________________________________________
Corbin Church, CEO
DISTRIBUTOR:
[Name of Distributor]
Signature: _____________________________________________

Current Date: _____________________________________________

Printed Name: _____________________________________________

Title: _____________________________________________

Date of First Engagement as Distributor:
(if different from Current Date above)

EXHIBIT A Miche Bag Policies (see attached)

 

 

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