Attached files
THIS MARKETING AND SALES PARTNERSHIP AGREEMENT
THIS MARKETING AND SALES PARTNERSHIP AGREEMENT is made as of the 23rd day of
September 2009.
BETWEEN GOLDEN GATE HOMES, Inc. whose business office is situated at 855
BORDEAUX WAY Suite 200, Napa, California U.S.A.
(Hereinafter Referred to as the Owner)
AND PREMIER CAPITAL LIMITED whose business office is situated as Room
2813, SHUN TAK CENTER, 168 CONNAUGHT Road, Sheung Wan Central, Hong Kong
(Hereinafter Referred to as the Agent)
In consideration of the mutual covenants and agreements herein contained, the
parties hereto agree as follows.
1. Subject to the terms and conditions set forth herein, the Owner hereby
grants to the Agent, and the Agent so accepts, the exclusive authority and
listing to sell its real estate developments in Hong Kong and China known as
(the "Approved Properties") to be identified as existing or new developments
that both parties agree to market and sell in Hong Kong and China. Approved
Properties shall be identified by the Owner and approved by the Agent. Projects
not identified as Approved Properties are not covered by this agreement.
2. The Agent shall have the exclusive right to market and sell the Approved
Properties in Hong Kong and China (the "Territory) during the period of this
agreement which shall commence on 15th of October 2009 and shall terminate at
the close of business on 14th October 2011. The Agent will not list, market or
sell any properties in California, Nevada or Arizona without the approval of the
Owner during the term of this agreement provided that the Owner provides at
least 250 Approved Properties per year.
3. The Owner shall provide at its own expense to the Agent, at least four
weeks before the exhibition held for the promotion of the Approved Property, the
following materials in English:
a. reasonable promotional materials required by the marketing
plan, including display boards, photographs and brochures in
sufficient quantity, as contemplated by the marketing plan.
The exhibition budgets for Hong Kong are estimated at USD$15,000
and the exhibition budgets for China are estimated at USD$18,000.
These may vary if the promotion plans or price change, and is
mutually agreed upon, the Owner will meet the out of pocket
expenses associated with agreed promotion elements. The Agent
shall pay for any costs of translating or reproducing these
materials in Chinese. The initial budgets are attached for
reference purposes;
b. sufficient copies of all necessary legal documents (e.g.
Disclosure Statement, Reservation Form, Contract of Sale) for
each of the units of the Property;
c. Written certificate to certify that all legal requirements
prerequisite to file sale of the Approved Property under the law
of California, U.S.A. have been fully complied with.
4. The Owner agrees to pay the Agent for seventy five percent of the cost of
advertising for exhibitions which may be incurred by the Agent. Owner shall
advance seventy five percent of the Approved Budget. Copies of invoices for the
Approved Budget of the said marketing expenditure will be sent the Owner for
reimbursement or refund to Agent within 15 days of receipt.
5. In respect of the sale of any unit of the Approved Property to a
purchaser (whether or not introduced by the Agent) in the Territory during the
Listing Period or the Extended Listing period the Owner agrees to pay to the
Agent a commission equal to seven (7%) of the purchase price of any unit of the
Approved Property sold. The commission of any unit sold shall be payable in the
following manner:
- When non-refundable deposit sums are increased to ten percent (10%)
of the Purchase Price on contract exchange: 3%
- Upon final Payment of settlement 4%
6. Under the Purchase Agreement Buyer shall pay a non refundable ten percent
deposit into escrow. If Buyer defaults and the Purchase Agreement is cancelled
then the Owner shall be entitled to the forfeiture of five percent (5%) and the
Agent shall be entitled to five percent (5%) of the deposit.
7. In the event that the Purchaser defaults, the Agent shall be entitled to
one-half of the forfeiture as compensation (but such compensation shall not
exceed the full commission earned if the Purchaser had completed the purchase
and payment must come from the Purchaser's deposit).
8. In the event that the Agent introduces and properly registers potential
purchasers to the Property in the Territory and the same individual(s)
subsequently purchases any unit of the property during the Listing Period, then
the Owner shall pay the Agent the commission in the same manner as the above
paragraph 6.
9. The Owner shall fully and effectively indemnify the Agent from and
against all actions proceedings claims and demands whatsoever arising directly
or indirectly from promoting the properties or in representation made during
such promotions provided that the representations and promotion comments,
techniques or literature comply with advice, instructions or comments previously
conveyed to the Agent by the Owner or its representatives.
10. The Agent shall fully and effectively indemnify the Owner from and
against all actions proceedings claims and demands whatsoever arising directly
or indirectly from errors and omissions made by Agent's employees and agents.
11. All marketing information, prospect leads, and such other commercial
information acquired by the Agent with respect to the property shall be the
exclusive property of the Agent and shall remain with the Agent upon the
termination or expiration of this Agreement.
12. The prices at which the Property is offered for sale in the Territory
shall be pursuant to a mutually agreed upon price schedule and price expiration
date.
13. Upon the expiration of this agreement, all promotional documents and
other materials in the possession of the Agent shall be returned and the
properties of the Owner who paid for the same originally. Also, the Owner shall
at its own costs and expense get back the possession of such promotional
documents and materials from the Agent within a reasonable period of time after
the expiration of the agreement; otherwise, the Agent has an absolute discretion
to dispose of these promotional documents and materials which are in its
possession. However, the leads and prospects generated from the exhibition and
the newspaper advertising campaign shall remain the properties of the Agent.
14. Time is of the essence in this Agreement. No modification of this
Agreement shall be effective unless set forth in writing and signed by both
parties. This Agreement shall be binding and inure to the benefit of the
respective successors and assigns of the respective parties. This Agreement
contains the entire agreement between the parties and no amendment shall be
effective unless the same shall have been executed by the party obligated
thereunder. Each party acknowledges that no representations, inducements,
promises, or agreements which are not embodied herein have been made by either
party or anyone acting on behalf of either party.
15. This agreement is governed under the laws of Hong Kong.
The parties hereto have caused this Agreement to be executed the day and year
first above written.
Signature Page follows this page
SIGNED BY ) /s/ Tim Wilkens
For and on behalf of the Owner ) Tim Wilkens
In the presence of: )
SIGNED BY ) /s/ Philip Leung
For and on behalf of theAgent ) Philip Leung
In the presence of: )
Estimated marketing expenses for Hong Kong (2 days)
Hotel Hire (Not including beverages, faxes, photocopies)
TV +DVD Hire
Rental and Setup of display with spotlights
(Allows for 14 panels + 1 panel for the TV + DVD)
Transportation of display material
Production of artwork for English & Chinese Newspaper
Newspaper Advertisements
Press Releases
Postage and labor costs for invitations
Contingencies
Total Estimated USD$15,000
Estimated marketing expenses for China (2 days)
Hotel Hire (Not including beverages, faxes, photocopies)
TV +DVD Hire
Rental and Setup of display with spotlights
(Allows for 14 panels + 1 panel for the TV + DVD)
Transportation of display material
Production of artwork for in Chinese Newspaper
Newspaper Advertisements
Press Releases
Postage and labor costs for invitations
Contingencies
Total Estimated USD$18,00
