Manufacturer's Agreement

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This Agreement is entered this ___ day of _____ 20__ by and between CyberShop, L.L.C. ("CS"), whose address is _______________ and ____________, (the "Manufacturer"), whose address is ___________.  CS has established an interactive on-line computer shopping service (the "System") in order to sell products directly to consumers via all computer related distribution avenues, including the interactive on-line computer services (the "Services"). The Manufacturer wishes to have its Products included on the System and grants to CS the right and license to market and sell the Products on the System.


1.         TERM

The term of this Agreement is for two (2) years from the date the agreement is signed. This Agreement is automatically extended from year to year, unless terminated by either party by providing written notice to the other party no later than thirty (30) days prior to the expiration of the Term Period.

2.         TERRITORY

The territory for the rights and license granted CS is the world.


(a)     Manufacturer agrees to provide CS with all information, materials and photographs in connection with the products and reasonably requested by CS.

(b)     When the Manufacturer provides CS with the list of the Products, the Manufacturer will also provide the Price CS will pay for the Product. This Price cannot be more than the highest price received by the Manufacturer from any of its other retailers. The Manufacturer may add to this Price, but will list separately, shipping and handling costs. The Manufacturer may change the price with at least thirty (30) days written notice to CS.

(c)     All information, materials and photographs must be presented to CS by Manufacturer no later than sixty (60) days after the date this agreement.

(d)     If Manufacturer does not provide CS with all information, materials and photographs within the above specified sixty (60) days, then all fees as agreed to in paragraph 5 below will be due and payable upon expiration of the sixty (60) day period.


Manufacturer unconditionally agrees to accept returns directly from CS Customer(s) within forty-five (45) days of delivery of the Product(s). Upon receipt of any Products returned to Manufacturer, Manufacturer will promptly notify CS in writing. If CS is required to provide refund to Customer(s), then within thirty (30) days after receipt of the returned Products, Manufacturer will refund to CS the Price CS paid for the Products along with the Customer's name, the Products returned and the Purchase Order number for the Products.

5.         SET-UP FEE

The Manufacturer shall pay to CS a non-refundable fee of $_____________for the preparation of the Listing for _____ images and inclusion of the Listing on the System. One half of this amount will be due upon execution of this Agreement with the remaining half due prior to setup on CS system. No Listings will be added to the System prior to receipt of payment in full.

6.         TERMINATION

If either party fails to observe or perform any of its obligations contained herein, the other party may terminate this Agreement upon five (5) days prior written notice to the other party.


CYBERSHOP, L.L.C. (Manufacturer")  By: --------------------------------- Title: ------------ --------------------------  


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