Page 13 - Grip N Shine New Business Proposal

BREACH
Should the Manufacturer or Distributor breach any of their obligations under this
Agreement, and fail to remedy same within 14 (fourteen) days after dispatch by pre-paid
certified mail of a written notice calling upon the defaulting party to remedy such
breach, the aggrieved party shall, without prejudice to any other rights it may have to
claim damages or otherwise, be entitled either to enforce specific performance of the
provisions of this Agreement or to cancel this Agreement.

Should the Distributor damage the name, brand or reputation of Manufacturer or
products, Manufacturer shall have the right to terminate this agreement.

ASSIGNMENT OF AGREEMENT
The Manufacturer shall at any time be entitled to cede or assign its rights and transfer or
delegate its obligations in, to and under this Agreement. To the extent that the
Distributor’s consent may be necessary for any such cession, assignment, transfer or
delegation, the required consent is hereby irrevocably given. The Distributor hereby
irrevocably agrees to do all such things, sign all such documents and take such steps as
may be necessary to affect such cession, assignment, transfer or delegation.

NON-COMPETE
It is recorded that the Manufacturer has, over a period of time, expended considerable
money, time and other resources in establishing and extending the goodwill of the
Trademarks and in businesses using them. In the course of the operation of this
Agreement, goodwill will accrue in the business and that goodwill shall vest in the
Manufacturer. Should the Distributor conduct the business in the area after the
termination of this Agreement, the Distributor will have the benefit of
the “springboard effect” resulting from the goodwill in the business conducted in the
area and which will enable the Distributor to compete with the Manufacturer on the
basis of unfair competition at the Manufacturer’s expense, reducing the prospect of the
Manufacturer granting another Distributor Agreement in the area of the business. It is
recorded and acknowledged that the Manufacturer has a legitimate interest to protect
and that the only reasonable and practical means of doing so is by way of a restraint of
trade. The Distributor therefore undertakes that for a period of 2 (two) years calculated
from the date of termination of this agreement the Distributor shall not directly or
indirectly conduct or advise or assist or have any direct or indirect interest in similar
business within the National geographical area.

VALIDITY
Should any portion of this Agreement be declared invalid and unenforceable by a court
of competent jurisdiction, such portion shall be severable from this Agreement and shall
not affect the remainder thereof.