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Vendors Agreement

This sets forth the Agreement made as of this day by and between A.F.O AGRO SERVICES LIMITED (All-Farmers-Online Inc. Contracting Party) and Vendor registering on www.allfarmersonline.com

1. Appointment and Acceptance.

Subject to the terms and conditions of this Agreement, A.F.O AGRO SERVICES LIMITED authorizes Agent to serve as a non-exclusive independent contractor to procure customers for A.F.O AGRO SERVICES LIMITED’s various Agricultural services as described in the attached Schedule A. Agent accepts such appointment and represents to A.F.O AGRO SERVICES LIMITED that it has all licenses, consents, approvals, authorizations, qualifications, and/or registrations necessary to lawfully procure customers for A.F.O AGRO SERVICES LIMITED in the pursuant to the terms of this Agreement, and that it is not prohibited in any way from entering into or performing this Agreement by any other agreement, commitment, law, or regulation. Agent agrees to use its best efforts to solicit and procure orders on behalf of A.F.O AGRO SERVICES LIMITED, and expressly acknowledges that it is granted no right, privilege, or authority to offer for sale any of A.F.O AGRO SERVICES LIMITED’s products or services that are not approved specifically by A.F.O AGRO SERVICES LIMITED.  

2. Term and Termination.  

(a) This Agreement shall commence on the date set forth at the beginning and shall continue in full force and effect until terminated (i) by either party on thirty (30) days prior written notice to the other or (ii) as provided below.  

(b) If either party breaches any provision of this Agreement, the other party may give written notice of such breach. If the breach is not cured within ten (10) days of receipt of the notice, the non-breaching party may immediately terminate this Agreement without liability for such termination.  

(c)Either party shall have the right to terminate this Agreement immediately upon written notice to the other party in the event of (i) any misrepresentation made by either party to any respective customer or prospective customer relating to the other party’s products

or services; (ii) any fraudulent activity on the part of A.F.O AGRO SERVICES LIMITED or Agent; or (iii) any violation of Section 5 of this Agreement by A.F.O AGRO SERVICES LIMITED or Agent.  

(d) Upon any termination of this Agreement, Agent shall immediately return to A.F.O AGRO SERVICES LIMITED the originals and all copies of any information, documents, and other materials provided to it by A.F.O AGRO SERVICES LIMITED.  

3. Acceptance of Orders.

All orders procured by Agent for A.F.O AGRO SERVICES LIMITED products and services shall be subject to the written acceptance of A.F.O AGRO SERVICES LIMITED in its sole discretion before such orders shall become final and binding. Agent shall have no signatory authority to bind A.F.O AGRO SERVICES LIMITED to any agreement, and A.F.O AGRO SERVICES LIMITED reserves the right to reject any order submitted by Agent. Agent shall advise all customers and prospective customers of the restrictions described in this paragraph. All services shall be provided by A.F.O AGRO SERVICES LIMITED solely pursuant to written agreements prepared and supplied by A.F.O AGRO SERVICES LIMITED and executed by the customer and A.F.O AGRO SERVICES LIMITED. All billing shall be rendered directly to the customer by A.F.O AGRO SERVICES LIMITED. Agent expressly agrees that it will not submit any proposal for A.F.O AGRO SERVICES LIMITED local service to any customer until after a profitability analysis has been performed by A.F.O AGRO SERVICES LIMITED based on information supplied by the Agent, and further provided that such profitability analysis is satisfactory to A.F.O AGRO SERVICES LIMITED and that A.F.O AGRO SERVICES LIMITED has notified Agent that it is authorized to present a proposal to the customer.  

4. Pricing/Terms of Service.

The prices and terms and conditions of sale of A.F.O AGRO SERVICES LIMITED’s products and services shall be set by A.F.O AGRO SERVICES LIMITED. A.F.O AGRO SERVICES LIMITED expressly reserves the right to change the prices, terms, and conditions of sale, and/or to expand, reduce, or modify the products and services it offers, at any time without prior notice to Agent. Agent agrees that it shall not impose any direct or indirect charge on customers relating to A.F.O AGRO SERVICES LIMITED’s products and services without A.F.O AGRO SERVICES LIMITEDs prior written consent. Agent further agrees that it will make no warranties or representations about A.F.O AGRO SERVICES LIMITED’s products and services other than those specifically authorized by A.F.O AGRO SERVICES LIMITED.  

5. Customers.

All customers accepted by A.F.O AGRO SERVICES LIMITED under this Agreement shall be and shall remain customers of A.F.O AGRO SERVICES LIMITED with respect to A.F.O AGRO SERVICES LIMITED services. Neither party shall terminate, attempt to terminate, or otherwise interfere in any way with the other party’s relationship with any such customer. If either party violates this prohibition during the term of this Agreement, the affected party may terminate this Agreement pursuant to Section 2(c) above. If Agent violates this prohibition after this Agreement has been terminated, any obligation of A.F.O AGRO SERVICES LIMITED to pay residual commissions to Agent shall immediately and irrevocably terminate.  

6. Commissions.  

(a) Agent shall be paid commissions under the terms and conditions set forth below and on the attached Schedule A within thirty (30) days following the month in which customers procured hereunder are invoiced by A.F.O AGRO SERVICES LIMITED. Commission payments shall be based on “Net Billed Revenue” and may be accrued until such time as the total payment exceeds N10,000.00. “The term “Net Billed Revenue” as applicable to Agent’s commissions shall mean the monthly recurring and usage revenue generated from use of the Commissionable Products by A.F.O AGRO SERVICES LIMITED retail customers procured by Agent hereunder for the applicable month, after application of any customer deductions or credits (including without limitation equipment credits) and prior to application of any taxes, surcharges, regulatory assessments, governmental charges, equipment charges, feature charges and any one-time or non-recurring fees.”  

(b) Except in cases where this Agreement is terminated by A.F.O AGRO SERVICES LIMITED in accordance with Section…. Agent shall be entitled to receive commissions for products and services provided by A.F.O AGRO SERVICES LIMITED to customers procured hereunder for as long as such customers remain customers of A.F.O AGRO SERVICES LIMITED. In the event of termination pursuant to Section…., A.F.O AGRO SERVICES LIMITED shall cease to pay commissions to Agent as of the date of termination.  

(c) A commission report will be provided to Agent with each commission payment and will (i) reflect those customers procured by Agent for A.F.O AGRO SERVICES LIMITED during the term of this Agreement and (ii) reflect Net Billed revenue for such customer usage for the applicable month.  

(d) Agent shall not be entitled to commissions on customer invoices which remain unpaid. Accordingly, A.F.O AGRO SERVICES LIMITED shall have the right to deduct or offset from Agent’s commission payments on an ongoing basis, and to retain such deductions or offsets for A.F.O AGRO SERVICES LIMITED’s own account, any commission payments previously made to Agent relating to invoices which are not paid.  

(e) The commission percentages set forth in Schedule A are valid only on standard A.F.O AGRO SERVICES LIMITED products and services. Commissions on non-standard products and services will be determined on a case-by-case basis.  

(f) The commission percentages set forth in Schedule A are subject to change at A.F.O AGRO SERVICES LIMITED’s discretion. Any changes shall not retroactively affect any obligation incurred prior to the date of such change.

(90) days prior to any such change.  

7. Withholding.

Agent shall provide A.F.O AGRO SERVICES LIMITED with a completed Tax Document indicative of Agent’s tax status. Failure to do so will require A.F.O AGRO SERVICES LIMITED to withhold twenty percent (20%) of all commissions exceeding N60,000 in any calendar year.  

8. Independent Contractors.

The relationship created by this Agreement shall be that of independent contractor and not of employer and employee or partners. As independent contractors, the parties shall not have, or hold themselves out as having, the power or authority to bind or create liability for the other by their intentional or negligent acts. Agent shall be solely responsible for and shall pay all its expenses incurred in connection with the performance of its duties under this Agreement and shall not be entitled to receive any fringe benefits or other benefits of any kind provided by A.F.O AGRO SERVICES LIMITED  to its employees. Agent shall be solely responsible for the payment of all taxes (including estimated taxes) payable with respect to commissions earned by it pursuant to this Agreement. 

9. Employment of Additional Personnel.

Agent may hire salesmen or sub-agents to assist Agent in its performance of this Agreement, provided that in so doing Agent shall act individually and not as agent for A.F.O AGRO SERVICES LIMITED . In no event shall such personnel be considered A.F.O AGRO SERVICES LIMITED  employees, nor shall A.F.O AGRO SERVICES LIMITED  be responsible for their compensation, payroll taxes, withholding, direction or control. 

10. Confidentiality.

Agent shall keep confidential all information disclosed by A.F.O AGRO SERVICES LIMITED  to Agent for purposes of this Agreement. All such information shall remain the sole and exclusive property of A.F.O AGRO SERVICES LIMITED , and it may not be directly or indirectly disseminated to any third party without the prior written consent of A.F.O AGRO SERVICES LIMITED .  

11. Intellectual Property/Approval of Advertising.

Agent agrees that A.F.O AGRO SERVICES LIMITED  is the exclusive owner of all trademarks and tradenames relating to the products and services provided by A.F.O AGRO SERVICES LIMITED. Agent may use such trademarks and tradenames only for the purpose of advertising and promoting A.F.O AGRO SERVICES LIMITED  products and services, and Agent shall acquire no proprietary or other rights with respect to such tradenames, trademarks or other intellectual property of A.F.O AGRO SERVICES LIMITED . All advertising by Agent regarding A.F.O AGRO SERVICES LIMITED’’s products and services is subject to A.F.O AGRO SERVICES LIMITED ’s prior written approval.  

12. Indemnification and Limitation of Liability.  

(a) Each party shall indemnify, defend, and hold harmless the other from and against any and all claims, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising out of or alleged to have been caused by their respective negligent, willful, or unauthorized acts, omissions, or misrepresentations.  

(b) In no event shall either party be liable to the other or to any customer procured by Agent for any indirect, special, incidental, or consequential damages for any reason whatsoever, nor shall A.F.O AGRO SERVICES LIMITED  be liable for damages in excess of those which could be awarded to a customer of A.F.O AGRO SERVICES LIMITED  under A.F.O AGRO SERVICES LIMITED ’s tariffs. 

(c) A.F.O AGRO SERVICES LIMITED ’s entire liability for any failure of its products or services shall be limited to that set forth in its customer contracts or tariffs as filed from time to time with the appropriate state or federal regulatory agency.  

13. Non-Solicitation.  

(a) With respect to the products and services described on Schedule A, both parties agrees that, for as long as Agent is entitled to receive commissions pursuant to this Agreement, both parties shall not (i) solicit in competition with A.F.O AGRO SERVICES LIMITED  any A.F.O AGRO SERVICES LIMITED  customer, or (ii) induce or attempt to persuade any A.F.O AGRO SERVICES LIMITED  employee to terminate his or her employment relationship; nor shall Agent cause or permit its employees and sub-agents to do so. 

(b) A.F.O AGRO SERVICES LIMITED  may not, under any circumstances, solicit, provide pricing or sell a service to any of Agent’s existing or prospective customers, with respect to services that may be provided directly by the Agent without the use of A.F.O AGRO SERVICES LIMITED. Such an exception would only be allowed with the Agent’s written consent and/or authorization to A.F.O AGRO SERVICES LIMITED.  

(c) Except as expressly permitted by this Agreement, Agent shall not, during the term of this Agreement or at any time following termination of this Agreement, make use of any list of A.F.O AGRO SERVICES LIMITED customers or otherwise divulge any trade secrets or other confidential information of A.F.O AGRO SERVICES LIMITED.  

(d) The following provision shall apply to the interpretation and enforcement of subparagraphs (a), (b) and (c) above: (i) since other remedies cannot fully compensate the affected party for a violation, the affected party shall be entitled, in addition to any other remedies or relief available to it, to injunctive relief to prevent a violation or halt a continuing violation of the covenants set forth in subparagraphs (a) , (b) and (c) above; (ii) if, in any action before a court or agency empowered to enforce this Agreement, any covenant is found to be unenforceable, such covenant shall be deemed modified to the extent necessary to make it enforceable; and

(iii) if either party must commence litigation to enforce its rights under this Section 13, it may also recover its reasonable attorney’s fees from the other party in connection with the litigation.  

(e) In the event of a violation by Agent of any of the prohibitions set forth in subparagraphs (a), (b) and (c) above, A.F.O AGRO SERVICES LIMITED  may immediately and irrevocably terminate the payment of any and all commissions that may be payable to Agent hereunder, regardless of whether A.F.O AGRO SERVICES LIMITED  seeks or obtains injunctive relief pursuant to subparagraph 13(d). 

14. Assignment.  

(a) The rights and obligations of A.F.O AGRO SERVICES LIMITED  under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of A.F.O AGRO SERVICES LIMITED .  

(b) Agent acknowledges that the services to be rendered by Agent are unique and personal. Accordingly, Agent may not assign any of its rights under this Agreement nor delegate any of its duties or obligations under this Agreement without the prior written consent of A.F.O AGRO SERVICES LIMITED .  

15. Modification of Agreement.

This Agreement, including its Schedule(s), may only be amended, modified, or supplemented by a separate written document duly executed by authorized representatives of both parties.  

16. Waiver.

No term or provision of this Agreement shall be waived, and no breach or default excused, unless such waiver or excuse is in writing and signed by the party to which it is attributed. No consent by a party to, or waiver of, a breach or default, by the other, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.  

17. Partial Invalidity.

If any provision of this Agreement shall be held to be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected or impaired thereby, but rather this Agreement shall be construed as if not containing the invalid or unenforceable provision. However, if such provision is an essential element of this Agreement, the parties shall promptly attempt to negotiate a substitute therefore.  

18. Governing Law/Jurisdiction/Venue.

The laws of the Government of Nigeria shall govern the interpretation, enforcement, and validity of this Agreement. Any action or proceeding involving this Agreement shall be commenced and maintained only in the courts of Nigeria. Each party agrees to be subject to the personal jurisdiction of the courts of Nigeria.  

19. Rules of Construction.

No rule of construction requiring interpretation against the draftsman shall apply in the interpretation of this Agreement.  

20. Survival.

Any obligations of the parties relating to monies owed, as well as any provisions of this Agreement relating to confidentiality, intellectual property, indemnification, limitation of liability, non-solicitation, interference with A.F.O AGRO SERVICES LIMITED ’s relationship with its customers, and commencement of legal proceedings shall survive any termination of this Agreement.  

21. Entire Agreement.

This Agreement, together with the attached Schedule(s), represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all other agreements, written or oral, between the parties with respect to its subject matter.  

The assent of the parties to this Agreement as of the date set forth at the beginning is established by the following signatures of their duly authorized representatives.  

SCHEDULE “A” – A.F.O AGRO SERVICES LIMITED  COMMISSION SCHEDULE  

The commission schedule below applies to total Net Monthly Revenue thresholds.  

Commission rates are based upon the retail rates published and/or quoted by A.F.O AGRO SERVICES LIMITED . Anything approved outside of published rates, commissions are on ICB basis. A.F.O AGRO SERVICES LIMITED  reserves the right to ICB any proposal that falls below acceptable gross margins.

Monthly Residual (Circuit MRC & Usage Only) = 8%

* Commission Rates are negotiable based on sales volume and client rate factors

*  A.F.O AGRO SERVICES LIMITED  will provide a 60/40 split on all revenue increases the agents adds to the clients circuit.

MRC=Monthly Recurring Charge.

Equipment/Hardware =ICB  

ICB = Individual Case Basis determined by actual cost and margin in rural areas of Nigeria.  

Monthly residual based on list price, residual may be adjusted up or down dependent on final price margin to be determined by agent manager in conjunction with agent.