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Dated 10/14/2021

BETWEEN

Centureon Investments, LLC

AND

Assam Thiam Real Estate

DISTRIBUTION AGREEMENT
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THIS AGENCY AGREEMENT is made on this __10/14/2021_

BETWEEN

Centureon International LTD, a company duly incorporated in the United States of America (USA) and
having its registered office at 1001 Woodward Avenue, 5th Floor, Detroit, MI, 48226 hereinafter called the
“Principal” which expression shall include its permitted assigns and successors..

__Assam Thiam____ registered at __Assam Thiam Real EState___ (hereinafter called the “Agent”, which
expression shall include its permitted assigns and successors in title.

WHEREAS:-

A. The Principal has and will have residential developments referred to as Centureon Developments,
as may, from time to time, become available (hereinafter referred to as “Developments” and
“Properties”) which it wishes to sell globally.

B. The Agent has an established client base and is able to refer potential customers to Centureon for
the purchase of said developments.

1.0 DEFINITIONS

1.1 “Customers” shall refer to individuals who shall purchase or potentially purchase Centureons
investments.

1.2 “Developments” shall refer to buildings used either for residential purpose, buy to let, or off plan
property.

1.3 “Properties” shall refer to freehold land upon which the developments stand as well as to land on
which buildings have yet to be erected

1.4 “Territory” shall refer to countries in which, from time to time, the right to market Developments
and/or Properties may be granted by the Principal to the Agent

2.0 COMMENCEMENT

2.1 This Agreement shall commence on the _10/14/2021_ (“the Commencement Date”) and, subject
to the right of termination contained in it, shall remain in force until terminated by not less than
one (1) month’ notice in writing from one party to the other.
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3. APPOINTMENT

3.1 The Agent is appointed by the Principal as a non-exclusive representative for the purpose of
making introductions to potential customers.

4. PROVISION OF INTELLECTUAL PROPERTY

4.1 The Agent shall use any Intellectual Property solely in connection with the Principal’s
developments and properties and exclusively for the promotion and conduct of the marketing and
sales of the Developments and/or Properties. The trade names, Trademarks, copyrights and other
identifying marks constituting part of the Intellectual Property shall be used solely in connection
with the sale of and to identify the Developments and/or Properties.

4.2 The Agent agrees that for the consideration contained in this Agreement, neither it nor any of its
servants, employees or agents will, whether directly or indirectly or otherwise howsoever: -

(a) at any time during the term of this Agreement or after termination thereof for whatever
reason, use or attempt to use the Intellectual Property in connection with any other
business, firm, person, body corporate or entity in which it has an interest whether direct
or indirect; or

(b) at any time during the term of this Agreement or after termination thereof for whatever
reason, duplicate, sell, or otherwise howsoever disseminate the Intellectual Property; or

4.3 The Agent shall make no application for registration of any identifying name or mark licensed
herewith or similar to the Trade Mark without the prior written consent of, and upon terms and
conditions satisfactory to, the Principal.

4.4 It is agreed that no goodwill associated with any of the Intellectual Property shall inure to the Agent
at any time.

5 COMMISSIONS

5.1 The Principal shall agree that if a customer who is referred by the agent, or a customer who is
introduced through a referral source coordinated by the agent purchases a Property, principal will
pay the Agent a commission based on the final purchase price, please see commission percentage
below.

- Principle and Agent agree to the following commission: 4%

All commissions are payable to the agent within 7 days of exchange of contracts and closing of
escrow with title company.

6 PRICES

6.1 The parties hereto agree that the prices in each project as determined by the Principal shall be
adhered to by both parties and their employees, agents, servants and/or assigns or any other
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person(s) authorized to sell units in the Developments and/or Properties. The Agent may petition
the Principle for acceptable price reductions with regard to multiple unit purchases and will be
approved or denied on a case-by-case basis.

12. NOTICES

12.1 All notices, requests, demands or other communication to or for the attention of the respective
parties hereto shall be deemed to be duly given or made if dispatched by email or post to the party
to which such notice request demand or other communication is to be given or made under the
Agreement if addressed to their registered offices of each party respectively

12.2 All such notices, requests, demands or other communication shall be deemed to be duly given or
made when delivered (in the case of personal delivery or by post or cable) and on receipt of the
answerback code of the recipient in the case of fax.

13. COVENANT OF FURTHER ASSURANCES

13.1 The parties hereby covenant to execute such other documents and do all such things as may be
necessary or desirable to give effect to this Agreement.

14. ENTIRE AGREEMENT

14.1 This Agreement as revised and supplemented and/or amended from time to time set forth the
entire and only agreement and understanding between the parties hereto and no purported
variation or amendment of this Agreement shall be effective unless made in writing with the
mutual express consent of the parties hereto.

15. REMEDIES AND WAIVERS

15.1 No delay omission to exercise any right power or remedy occurring in respect of any breach or
default by either party under this Agreement or any other instrument or agreement made or
executed pursuant hereto shall impair any such right power or remedy of the other party, nor shall
it be construed to be a waiver of any such breach or default thereto before or there under
occurring. Any permit consent or approval of any kind or waiver on the part of either party of any
breach or default under this Agreement or of any provision or content of this Agreement must be
in writing and shall be effective only to the extent in such writing specifically stated. All remedies
either under this Agreement or by law or otherwise afforded to either party hereto shall be on
such cumulative and not alternate.

16. SEVERABILITY

16.1 The invalidity of any portion of this Agreement shall not affect the validity of the remaining portion
and, unless substantial performance of this Agreement is frustrated by any such invalidity, this
Agreement shall continue in effect.

17. CHANGES IN APPLICABLE LAW


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17.1 To the extent that any changes in applicable law regulation or in the interpretation
thereof by any Governmental authority charged with the administration thereof shall make it
unlawful and/or impossible for the Agent to maintain or give effect to its obligations as
contemplated by this Agreement and the Agent shall so certify to the Principal then the Agent shall
during the period that such conditions exists be discharged from those obligations.

18. GOVERNING LAW

18.1 This Agreement shall be governed by and construed in accordance with the laws of the United
States of America and the parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the Courts of the USA in relation to any proceedings arising out of or in connection
with this Agreement.

18.2 To the extent permitted by applicable law, the Principal waives any provision of law which renders
any part of this Agreement unenforceable in any respect.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement the day and year first above
written.

THE PRINCIPAL
Signed By
For and on behalf of
Centureon Investments LLC

THE AGENT
Signed By
For and on behalf of
Assam Thiam Real Estate

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