2. Duties Sales Representative shall have the following duties and responsibilities in addition to all others set forth in this Agreement:

Transcription

1 Sales Representative Agreement with Residual Payments for New Customers after Contract Terminates Agreement made on the (date), between (Name of Sales Representative) of (street address, city, county, state, zip code), referred to herein as (Sales Representative), and (Name of Company), a corporation organized and existing under the laws of the state of, with its principal office located at (street address, city, county, state, zip code), referred to herein as Company. 1. Scope Company engages Sales Representative, and Sales Representative accepts such engagement, as a representative of Company in the sale of (describe Product) of Company, hereinafter called Product, in accordance with the terms and conditions set forth in this Agreement. Sales Representative shall devote sufficient time providing services to Company under this Agreement. However, it is understood and agreed that Sales Representative represents other companies as well as Company. Sales Representative shall follow and abide by all policies, procedures, rules, regulations and instructions which are established or conveyed by Company, orally or in writing, from time to time. Sales Representative is not authorized to purchase or order goods or services in Company's name without the prior written consent of Company. 2. Duties Sales Representative shall have the following duties and responsibilities in addition to all others set forth in this Agreement: A. The primary responsibility of Sales Representative is to sell and solicit the sale of Company's Product to customers within the Territory hereafter designated in this Agreement. B. Sales Representative shall also sell and solicit the sale of such other products and services as Company may specify from time to time, orally or in writing. C. Company shall establish a book price for every product and service to be sold by Sales Representative. Sales Representative shall sell all products and services only at the book price, unless otherwise approved by Company in writing. Sales Representative shall not give or offer to give any discounts on the price of any goods or services without the prior written consent of Company. Sales Representative shall not otherwise sell any goods or products at a price lower or higher than book price without the prior written consent of Company. E. Sales Representative shall use only the sales contract and order forms which are approved by Company in advance for the sales of its goods and services. Sales Representative shall not use any other form of order or contract, unless approved by Company in writing in advance. Sales Representative shall follow and abide by all instructions, policies and procedures established by Company, orally or in writing, from time to time, for the completion, signing and processing of such contracts and orders, for the collection of down payments and other payments, for the processing of customers' copy, for the delivery of goods

2 to customers and the collection of final payments from customers. Sales Representative shall not sign any contract, order form or other document obligating Company without the prior written consent of Company. Sales Representative shall submit all orders and contracts to an officer of Company for approval and signature. F. Sales Representative shall maintain for Company a current and up-to-date file listing all Company customers and potential Company customers in the territory serviced by Sales Representative. The file and all records contained in it shall be the sole property of Company. The database file shall contain at least the following information for each customer and potential customer, in addition to any other information requested by Company: date of each contact, Company contacted, name of person contacted, details of usage, history and current status as a customer of Company, attitude toward Company's products and services, and when customer might need more of Company's products or services. G. Sales Representative shall provide weekly sales reports to Company and shall report such other information to Company as Company may from time to time request. 3. Territory A. Sales Representative is assigned, during the term of this Agreement as set forth in Section 6 below, to the following territory: (Describe Territory) B. Company does not intend to assign other Sales Representatives to that territory during the term of this Agreement. Company shall refer to the Sales Representatives all Company inquiries (coming to Company's home office) by letter or telephone from the Territory. 4. Commissions As full payment for Sales Representative's services to Company, Company shall pay Sales Representative a commission on each sale completed by Sales Representative during the term of this Agreement. Commissions will be computed on the on the sales price paid by the customer less freight and sales taxes and shall be based on the following schedule: A. % for the first order of Product sold to new customers. Salesman shall also receive a residual commission for sales to these new customer for years after this Agreement has expired or been terminated in the amount of % of the sales price. B. % for Product sold to existing customers. C. Other than residual payments, a commission on a sale shall not be due and payable to Sales Representative until and unless the sale is completed during the term of this Agreement. A sale is not complete until its full purchase price has been paid and the Product has been delivered. Commissions shall be paid to Sale Representative at his address set forth above on (day of month) of each month based on the sales completed by noon from the (day of month) before. 5. Expenses Sales Representative shall be solely responsible for paying all expenses incurred by

3 Sales Representative in performing this Agreement, including but not limited to travel, food, lodging, secretarial, long distance telephone and other expenses. Company may provide Sales Representative with such stationery, business cards and other minor supplies and support from time to time as Company may, in its sole discretion, decide to provide. 6. Term The term of this Agreement shall commence the date set forth above and shall continue for years and thereafter until this Agreement is cancelled by either party giving to the other party (number of days) days prior written notice of termination, with or without cause. Upon termination, Sales Representative shall be entitled to receive commissions due in accordance with this Agreement. 7. Restrictions of Sales Sales Representative may not sell to any customer located outside of the Territory set forth in Section 3 above, without the prior written consent of Company. If a customer has locations in more than one Territory, then the customer shall be deemed to be located in the Territory in which its home office is located. 9. Inventory and Samples Company shall furnish Sales Representative such inventory and samples as Company deems sufficient from time to time. All inventory and samples so furnished shall remain the property of Company and may not be sold or otherwise converted by Sales Representative without the prior written consent of Company. Sales Representative shall keep all inventory and samples in good and saleable condition and shall safeguard all inventory and samples. Sales Representative shall account in writing to Company for all inventory and samples monthly and also upon request. Sales Representative shall be responsible for all damage to inventory and samples and for shortages and shall pay Company for such damage and shortages. Sales Representative shall not take inventory or samples from Company's plant, warehouse or offices on his own initiative, but shall request and receive such inventory and samples only from a Company employee who is authorized to fill such request. Sales Representative shall sign receipts for all inventory and samples received. Sales Representative shall return all unsold inventory and all samples upon termination of this Agreement or earlier upon the request of Company. 10. Independent Contractor Status Sales Representative is an independent contractor and is not an employee, servant, partner or joint venturer of Company. Company shall determine the services to be provided by Sales Representative, but Sales Representative shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Company is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Sales Representative is not entitled to receive the benefits which employees of Company are entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Company. 11. Covenants of Sales Representative Sales Representative agrees with Company as follows, and Sales Representative acknowledges that Company would not be entering into this Agreement if Sales Representative had not made these covenants:

4 A. Sales Representative will not at any time, during or after the term of this Agreement, directly or indirectly divulge or otherwise disclose to anyone other than an employee of Company the names or addresses of customers or potential customers of Company, any contents of files maintained by Company or by Sales Representative for Company prices and pricing policies of Company, procedures and policies of Company or other information which is confidential or proprietary to Company, unless Company gives its prior written consent to such disclosure. B. All books, records, notes, reports, copy, advertising, contracts, orders, drafts, accounts, documents and other information or writings relating to Company or its customers, employees, Sales Representatives, or agents, whether prepared by Sales Representative or otherwise coming into the possession of Sales Representative, is and shall remain the exclusive property of Company and shall be returned to Company upon demand. C. Sales Representative shall report all violations of Company's patents and/or copyrights and other proprietary rights in its Product and other works immediately upon discovery of such violations. D. Sales Representative acknowledges that each of the above matters is important and material to the business and success of Company and agrees that any breach of this section is a material breach of this Agreement, from which Sales Representative may be enjoined. 12. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 13. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of. 14. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 15. Attorney s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 16. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

5 17. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 18. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 19. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 20. Wherever used in this Agreement, the phrases consent of Company and approval of Company shall mean the consent or approval by an officer of Company. At the date of this agreement, the only officers of Company are: (list of names of officers). 21. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. (Name of Company) (Printed name) By: (Printed name & Office in Corporation) (Signature of Sales Representative) (Signature of Officer)