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Superior Manufacturing Group Marketing Materials Agreement

SUPERIOR MANUFACTURING GROUP-EUROPE B.V., a company organised and existing under the laws of The Netherlands, with registered office in Barendrecht, The Netherlands, represented hereunder by its General Manager René Vieveen,

hereinafter referred to as ”SUPERIOR” and you, hereinafter referred to as “DISTRIBUTOR” considering that parties have agreed that SUPERIOR will grant usage’s right for Superior Manufacturing Group marketing materials and that parties are desirous of regulating this right as hereinafter stated have agreed as follows:

Article 1.

1. DISTRIBUTOR shall use SUPERIOR’s trademarks, trade names, pictures, texts, brochures, Product Technical Sheets or any other symbols, but for the only purpose of identifying, selling and advertising the products and promoting “NOTRAX® Floormatting”, on his market and in SUPERIOR’s sole interest.
2. DISTRIBUTOR confirms that he is aware of the copyrights applicable for all SUPERIOR’s marketing materials, especially for the trademarks, trade names, pictures. Therefore DISTRIBUTOR shall not be entitled to give any of the marketing materials nor a usage right to any third party.
3. DISTRIBUTOR hereby agrees neither to register, nor to have registered, any trademarks, trade names or symbols of SUPERIOR (or which are confusingly similar to those of  SUPERIOR).
4. The right to use SUPERIOR’s trademarks, trade names, pictures, texts, brochures, Product Technical Sheets or symbols, as provided for under sub-clause 1 of this article, shall cease immediately for DISTRIBUTOR on the expiration or termination, for any reason, of the present contract.
5. DISTRIBUTOR shall notify SUPERIOR of any infringement of SUPERIOR’s trademarks, trade names or symbols that comes to its notice.

Article 2.

1. During the term of this contract as well as after its termination each of the parties will refrain from disclosing any business secret of the other party and any non-public information belonging to the latter.
   The parties will impose this obligation of confidentiality to any person to whom they would be led within the framework of the performance of the contract to communi­cate business secrets or non public information of the other.

 Article 3.

1. This contract has been concluded for an indefinite period and has entered into force on the date of agreement and replace earlier published terms and conditions.
2. This contract may be terminated by either party by notice given by registered mail.                     
   The period of notice will be of one (1) month during the first year of the contract, two (2) months during the second year of the contract and three (3) months thereafter.
   The end of a period of notice must coincide with the end of a calendar month.
3. Either party shall be empowered to terminate this contract with immediate effect by registered mail in the event of a substantial breach by the other party of the obligations arising out of this contract or in the event of exceptional circumstances justifying the earlier termination, such as bankruptcy, moratorium, receivership, liquidation or any kind of composition with creditors of the other party, or any circumstances that are likely to effect substantially one party’s ability to carry out its obligations under this contract.
4. SUPERIOR, which has concluded this contract considering the identity of the person(s) leading DISTRIBUTOR’s business and the owner of its capital, shall be empowered to terminate this contract with immediate effect by registered mail in the event of change of control, management and/or ownership of DISTRIBUTOR.

Article 4.

1. Upon expiry of this contract DISTRIBUTOR shall return to SUPERIOR all advertising and marketing material and other documents and samples which have been supplied by SUPERIOR and are in DISTRIBUTOR's possession.

Article 5.

1. This contract is construed under and governed by Netherlands law.
2. Any and all disputes between parties emanating from this contract or being connec­ted therewith, directly or indirectly, shall, to the exclusion of any other judge, be submitted to the competent court of Rotterdam, unless the parties agree in writing to have the dispute settled by a different body.

Article 6. 

1. In carrying out their obligations under this contract the parties will act in accordance with good faith and fair dealing.
2. The invalidity or unenforceability of any particular provision of this contract shall not affect the other provisions and shall not relieve either party from its obligations hereof. Instead of the invalid or unenforceable provision, the provision, which is nearest to what the parties would have agreed, had they known of the invalidity or unenforceability, shall be considered to be agreed.

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