Exhibit No. 9.1
Ozolutions, Inc.
Form 10-SB
File No. 0-31343
OZOLUTIONS INC. SALES REPRESENTATIVE AGREEMENT
I. APPOINTMENT AS REPRESENTATIVE
OZOLUTIONS INC. herein called OZOLUTIONS, a company duly
constituted under the laws of Canada and having its head office
at 30 Denver Crescent, Suite 200, Toronto, Ontario, Canada and
(name of representative) hereinafter called the REPRESENTATIVE,
effective on ( enter date) have entered into this agreement.
OZOLUTIONS hereby appoints the REPRESENTATIVE as its Sales
Representative in the TERRITORY ( AS DEFINED ON Page 9 of this
agreement) for the solicitation of orders for PRODUCTS. For the
purposes of this Agreement, PRODUCTS shall consist of:
A. Ozone Generating Equipment, Systems and Accessories as
offered by OZOLUTIONS, as of this date.
B. Other Environmental Systems OR PRODUCTS AS MAY BE
OFFERED BY OZOLUTIONS and added, by addendum, to this agreement.
This agreement specifically excludes:
A. Analyses, test reports, engineering studies,
feasibility reports, pilot studies, pilot equipment rentals,
pools, spas, cooling towers, medical ozone applications, pulp and
paper plants, spare parts and service, inspections and inspection
report, design services or other test work performed by
OZOLUTIONS except, special cases which will be discussed as they
arise.
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II. SALES EFFORT
REPRESENTATIVE accepts this appointment and shall use its best
efforts to solicit orders for the sale of the PRODUCTS in the
TERRITORY and as part of such effort, assumes the responsibility
of promoting the sales of the PRODUCTS with government, industry,
consulting engineers, general contractors, subcontractors and
owners of projects within the assigned TERRITORY to the complete
satisfaction of OZOLUTIONS. REPRESENTATIVE shall maintain an
effective organization in the TERRITORY with such personnel as is
necessary to achieve maximum sales of the PRODUCTS.
REPRESENTATIVE shall pay all of its own expenses in connection
with its activities under this Agreement.
III. REPRESENTATIVE'S LEGAL STATUS- LIMITS OF AUTHORITY
REPRESENTATIVE is not an employee of OZOLUTIONS in any respect
whatsoever, and no employee/employer relations, functions,
liabilities and responsibilities exist between OZOLUTIONS and
REPRESENTATIVE. REPRESENTATIVE is not granted any right, power or
authority to enter into contracts or assume any obligations,
liabilities or expenses on behalf of OZOLUTIONS or to assume any
obligations, liabilities. or expenses on behalf of OZOLUTIONS or
to accept any summons or other legal process for OZOLUTIONS.
In cases where OZOLUTIONS quotes directly to a client, all
prices, discounts, specifications, delivery schedules,
guarantees, and terms and conditions governing the sale of the
PRODUCTS shall be established solely by OZOLUTIONS and are to be
quoted by REPRESENTATIVE only by prior written permission by
OZOLUTIONS subject to agreement with REPRESENTATIVE.
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The REPRESENTATIVE shall not at any time during the life of this
Agreement represent, offer for sale, or sell directly or
indirectly, any products competitive with OZOLUTIONS PRODUCTS
without the knowledge and prior written consent of OZOLUTIONS.
IV. COMPLIANCE WITH LAWS AND REGULATIONS
REPRESENTATIVE will comply with all local laws. REPRESENTATIVE
also agrees to abide by all rules established by OZOLUTIONS from
time to time governing the activities of sales representatives.
V. PURCHASE AND RESALE OF OZOTITAN POINT-OF-ENTRY AND POINT-OF-
USE UNITS.
OZOLUTIONS and REPRESENTATIVE agree to the following method
governing the acquisition and resale of OzoTitan units by
REPRESENTATIVE in the Province of Ontario. OZOLUTIONS will make
OzoTitan units available to REPRESENTATIVE upon receipt of a
purchase order at a price determined by OZOLUTIONS including
appicable taxes and shipping costs.
A fifty per cent (50%) down payment will be paid by
REPRESENTATIVE along with the Purchase Order with the balance due
on delivery. REPRESENTATIVE will sell units to end users(
customers) on a "Company Want Price" established by OZOLUTIONS.
Installation and service charges to end users are the
responsibility of REPRESENTATIVE except in cases where the
warranty or guarantees provided by the manufacturer(Hankin Ozone
Systems) are applicable. In such instances, REPRESENTATIVE is
required to consult with OZOLUTIONS regarding the applicability
of warranties or guarantees before undertaking service work or
invoicing end users.
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VI. COMMISSION COMPUTATION (REPRESENTATIVE outside Ontario).
In those territories outside Ontario, namely Mexico and the
Caribbean Zone, REPRESENTATIVE will be compensated on a
commission basis. Subject to the terms set forth herein,
commissions will be computed by OZOLUTION in accordance with
the Commission Schedule set forth in this agreement.
A. Sales Commission earned for effort expended by the
REPRESENTATIVE with the general contractor, sub contractor or
owner to obtain the purchase order or contract, and for
services to the Purchaser before, during and after the
bidding/negotiation.
The Sales Commission shall be Ten per cent (10%) of the total
payable amount of the contract price negotiated by
REPRESENTATIVE and approved by OZOLUTIONS.
B. Commission Computation; Subject to the terms set
forth herein, commission shall be computed by OZOLUTIONS in
accordance with the Commission Schedule set forth in this
agreement
For jobs sold F.O.B., Commissions set forth herein, commission
will be computed by OZOLUTIONS IN ACCORDANCE WITH THE
Commission Schedule set forth in this agreement.
For jobs sold F.O.B., commissions will be computed from the
original net F.O.B. sales price for PRODUCTS less any taxes,
duty, freight, royalties or licensee fees (herein deductions).
Where PRODUCTS are sold on an erected and installed basis, the
commission will be computed on the original contract price less
the deduction identified above. Subsequent change orders or
revision to the contract which increase or decrease the price
shall not be considered in computing any commission. (Normal
change orders).
Where the customer cancels or deletes all or a portion of
OZOLUTIONS work resulting in a reduction in OZOLUTIONS contract
amount, such reduction will be considered a deduction in
computing commissions.
Any discussions altering commissions will be conducted between
OZOLUTIONS and the REPRESENTATIVE who is handling the
quotation.
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C. Payment Schedule: Payments of commissions earned
shall occur in accordance with the terms of payment of the
subject project, on a pro rata basis to the payments received
by OZOLUTIONS.
D. No payments will be due or owing for any work that
does not directly result in an order.
E. Additional Commission Provisions; No further
commission shall be payable in the event OZOLUTIONS receives
notice of bankruptcy, insolvency, liquidation, or any similar
proceedings involving the customer or owner or REPRESENTATIVE
in cases where complete payment by the client has not occured.
VII. SALES REPORTS AND LITERATURE
REPRESENTATIVE agrees to send promptly to OZOLUTIONS reports
concerning its activities with respect to PRODUCTS in the
assigned Territory, including lists of prospective customers;
analyses of lost jobs, whether a project is cancelled or lost
to a competitor; REPRESENTATIVES sales promotion activities;
status of pending inquiries, market forecasts, activities of
competitors and such information as OZOLUTIONS may reasonably
request.
Ozolutions shall furnish REPRESENTATIVE with samples of its
advertising material, information and assistance with regard to
equipment selection, sizing and pricing and such other
technical information as OZOZLUTIONS deems necessary to enable
REPRESENTATIVE to fulfill its obligations. All such literature
and information shall remain the property of OZOLUTIONS, shall
be kept confidential, and shall be returned to OZOLUTIONS upon
termination of this Agreement.
REPRESENTATIVE shall not disclose any of OZOLUTIONS
confidential information to third parties except in furtherence
of this Agreement, and then only after written permission is
received from OZOLUTIONS.
VIII. ASSIGNMENT
REPRESENTATIVE agrees not to assign this Agreement to any yhird
party in whole or in part without prior written consent from
OZOLUTIONS.
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IX. VALIDITY AND TERMS
A. This agreement shall remain in effect for one (1)
year from date of signature subject to renewal at any time by
mutual agreement. Renewal must be renegotiated beginning 3
months before expiration.
B. Where the REPRESENTATIVE terminates OZOLUTIONS, no
commission shall be paid on projects which have been worked on
but which are not under contract to OZOLUTIONS.
C. Where OZOLUTIONS terminates the Agreement upon a
breach of any of the terms and conditions or any other just
cause, no commission shall be payable on projects which have
been worked on but which are not under contract to OZOLUTIONS.
X. ARBITRATION OF DISPUTES
A. OZOLUTIONS and REPRESENTATIVE agree that a spirit of
cooperation, confidence and respect for each other are of
utmost importance in carrying on a mutually satisfactory
relationship.
B. When disputes do arise as a result of a
misunderstanding or breach of duties, every effort shall be
made to arrange fair, practical and speedy adjustment of the
differences.
C. OZOLUTIONS and REPRESENTATIVE agree that disputes,
which cannot be adjusted amicably between parties shall, upon
written request of either party, become a matter of
arbitration. Such arbitration shall be in accordance with
arbitration rules and procedures established by the American
Arbitration Association. It is agreed that the arbitrator's
judgement is final and can be enforced and entered as a
judgement in any court having jurisdiction thereof. The total
cost of the arbitration shall be borne by the party ruled
against.
D. The parties expressly agree that this Agreement shall
be interpreted in accordance with the laws of the Province of
Ontario, Canada regardless of the jurisdiction in which this
Agreement is executed or performed.
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X1. AGREEMENT STATUS
This agreement embodies the entire Agreement and understanding
of the parties, and there are no other Agreements of
understandings related hereto. No modifications of the
Agreement shall have any force or effect unless made in writing
and signed by both parties.
XII. DOCUMENTS OF AGREEMENT
This Agreement consists of a total of nine (9) pages,
consecutively numbered 1 through 9 inclusive and is each page
typewritten, on one side only.
IN WITNESS WHEREOF OF THE PARTIES HERETO HAVE EXECUTED THIS
Agreement by their duly authorized representatives effective as
of the day and year first given above.
OZOLUTIONS INC. REPRESENTATIVE
_____________________ ___________________
per per
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COMMISSION CALCULATION SCHEDULE FOR F.O.B. EQUIPMENT SUPPLY
Commission Contract Dollar Commission Commission
Rate Value Interval Cumulative
_______________________________________________________-
10.0 % First $100,000 $10,000 $10,000
7.5 % Next $100,000 $7,500 $17,000
6.0 % Next $300,000 $18,000 $ 35,000
2.0 % Next $500,000 $10,000 $ 45,000
1.0 % On Balance
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The REPRESENTATIVE'S TERRITORY covered by this Agreement shall
include and be limited to: ( Describe the boundaries of the
assigned Territory).
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