reseller Agency Agreement

This Agency Agreement is entered into by accepting the set forth terms and conditions. ‘MCLELLAN HILL PTY LTD’ t/a ‘BenchFoods’ having its principal place of business located at Carrara, QLD Australia with an ABN of 46 630 207 000 (the “Company”) and the company entering into our Reseller Program (the “Agent”), both of whom agree to be bound by this Agreement.

WHEREAS, the Company offers customers certain products for resell and

WHEREAS, the Company and the Agent desire to enter into an agreement whereby the Agent will market and sell the Product according to the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Company and the Agent (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1. ASSIGNMENT OF RIGHT.

With certain limitations stated herein, the Company hereby authorises the Agent the right to market and offer for sale the Products according to the terms and limitations stated in this Agency Agreement.

1. The Agent shall only market and offer for sale the products within the Territory, as defined in this Agreement.

2. The Company reserves the right to add to or subtract from the list of Products authorised with notice to the Agent.

3. All public facing copy, concerning the Company or it’s products, must be provided by the Company and/or approved by the Company before being published to the public.

2. TERRITORY.

The Agent shall be authorised to market the Product in all authorised regions ( “The Territory”).

3. TRADEMARK RIGHTS.

The Agent agrees and acknowledges the following with regard to the Company’s trademark:

1. The Company is the sole and exclusive owner to all right, title and interest in “BenchFoods”, “McLellan Hill”, and “Bench Foods” or any other trademarks associated with the Company which the Agent may utilise in performing the services herein.

2. The Company hereby grants to the Agent for the duration of this Agreement and subject to the limitations stated within this Agreement a non-exclusive, non-transferable, revocable right to use the Company Trademarks as necessary to market and offer for sale the Products within the Territory.

4. AGENT RESPONSIBILITIES.

In marketing and offering the Products for sale in the Territory, the Agent shall:

1. Act with diligence, devoting reasonable time and effort to fulfill the duties described herein;

2. Maintain reasonable technical and practical knowledge with regard to the Products;

3. Utilise promotional materials provided to the Agent by the Company for the purpose of marketing and selling the Products;

4. Promptly respond to all communications by customers and the Company regarding the Products;

5. Products (at minimum: 16CUD, 32VCUD & 28CUD) must be listed on the agent’s online store or catalogue within 30 days of receiving confirmation of reseller approval.

6. Prepare and maintain any reports and documentation, as requested by the Company.

5. WHOLESALE PRICING

The Company shall offer to the Agent its products at a discounted wholesaler rate.

1. Retail pricing offered to the Agent’s customers must remain at or above the minimum list pricing and not exceed the RRP as provided to the Agent by the Company.

2. The Agent is responsible for keeping this pricing up to date according to the ongoing updates provided by the Agents account manager.

3. The wholesale prices offered to the Agent includes taxes as well as shipping to the end customer’s domestic (Australian) address.

4. Pricing does not include international delivery addresses or customs duties and fees.

5. Periodic Minimum List Price Updates will be sent out via email. It is the Agent’s responsibility that these changes are reflected on the agent’s public listings. Sales that do not conform to these pricings may not be honored.

6. CONFIDENTIALITY.

1. The Agent shall not disclose to any third party any details regarding the Company’s business, including, without limitation any information regarding any of the Company’s customer information, business plans, or price points (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.

2. Immediately upon termination of the relationship between the Company and the Agent, the Agent shall return to the Company any documents pertaining to the Company’s business or any of its trade secrets which are in the Agent’s possession.

7. TERM AND TERMINATION.

1. This Agreement shall commence upon the date that the terms and conditions are agreed upon by the Agent and continue until either Party terminates this Agreement in writing.

2. Upon such termination, the Agent shall cease marketing and offering for sale the Products and shall continue to abide by the obligation refrain from sharing with any third party any of the Company’s confidential information.

8. NO MODIFICATION UNLESS IN WRITING.

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

9. APPLICABLE LAW.

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the state of Queensland, Australia.

Each of the Parties has executed this Agreement, both Parties by agents authorised to do so on behalf of the represented Parties, as of the day and year that the Agent has agreed to these terms and conditions.