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Billy Carter — Part 15
Page 5
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y) GOLD KIST INC. ts
LEGAL DEPARTMENT
January 26, 1979
57m
iJ
SUBJECT: Exclusive Agency Agreement/ Worldwide Trading Corporation
a.:; passed along the above referenced agreement for my review 67C.
and comment. As a result of my review, I would like to point out the
following problem areas in the agreement:
1. Assuming minimum offers are made to Gold Kist this agency
relationship is for a term of eleven years.
2. As a result of the exclusivity of the agency relationship,
commissions would be due and payable on all sales by Gold Kist
to Libya. It is unclear from the agreement whether this includes
merely sales to the government or to other enterprises in Libya.
3. The basis for commission's computation is the total sales
prices as evidenced by the amounts referred to in letters of
credit for these sales.
4. Section 2.A. seems to imply that the agent will be representing
Libya as well as Gold Kist. This is not legally permissible.
5. Section 3.A. should be a covenant by the agent instead of by
the principal. Section 3.B. requests certain technical information
and data. What if requested information is unavailable?
6. Section 4 describing the term as one year is in conflict with
the renewal provisions.
7. I am not sure what the phrase "in gross" means as it appears
in Section 5.
8. There is no limiting language in Section 5 regarding the
authenticity or reasonableness of any orders which are to be sub-
mitted by Libya. It appears that the agent could continue the
agreement by having the Libyan government submit ridiculous
or outrageous orders.
9. The last sentence of Section 7 is out of place.
10. We need to know more about the two corporations referred to in
this agreement, namely RLS Enterprises and Worldwide Trading Corporation.
I find it somewhat strange that Jewish concerns will be dealing
directly with the Libyan government. An inquiry into this relationship
may produce additional useful information. As you can gather from my
comments above, I strongly suggest that major modifications be made to
the agreement before we should ever consider entering into such an
arrangement. If you have any questions regarding the above please contact
me.
Bie
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