SALES REPRESENTATIVE AGREEMENT

 

THIS AGREEMENT by and between        , whose address is          ,

hereinafter referred to as "Company", and           , whose address is    

, hereinafter referred to as "Sales Representative".

 

WHEREAS, Company is engaged in the marketing and sale of       ; and

 

WHEREAS, Sales Representative desires to sell Company's services in

accordance with the terms and conditions of this Agreement.

 

NOW, THEREFORE, it is agreed as follows:

 

1.  Company hereby appoints Sales Representative as an authorized non-

exclusive independent representative to sell and promote all services

provided by Company in the following geographical area:          ,

hereinafter referred to as "Territory".

 

2.  Sales Representative shall devote such time, energy and skill on a

regular and consistent basis as is necessary to sell and promote the sale

of Company's services in the Territory during the term of this Agreement.

Sales Representative's sales and promotional efforts shall be directed

toward the following:          .

 

The aforementioned customers are intended only to be examples of the nature

and type of market to which Company desires that its services be sold and

should not be construed as a limitation upon the contracts that can be made

by Sales Representative under this Agreement within the designated market.

In addition to the foregoing, Sales Representative shall assist Company and

shall perform any and all services required or requested in connection with

Company's business, including, but not limited to, such services of an

advisory nature as may be requested from time to time by Company.  Sales

Representative shall periodically, or at any time upon Company's request,

submit appropriate documentation of any and all sales and promotional

efforts performed and to be performed for Company pursuant to this

Agreement.

 

3.  For each contract for the performance of Company's services as arranged

by Sales Representative under this Agreement, Sales Representative shall be

entitled to a commission as follows:

 

a. (   %) percent of contract billing during the first year; b. (   %)

percent of contract billing during the second year; c. (   %) percent of

contract billing during the third year, and for any year thereafter.

 

The commission rates and time periods set forth in this paragraph shall

commence as of the date of the first invoice on the contract; provided,

however that no commission will be due and payable to Sales Representative

until             (   ) days from receipt of payment of Company from any

customer on the contract for any underlying invoice.  Commissions will be

paid on fees for services rendered by shall not include freight, supplies,

and other charges incidental to the performance of said services. For

purposes of this Agreement, "Contract" shall mean any agreement and/or

order of Company's services sold or arranged by Sales Representative.  Any

and all commissions payable to Company to Sales Representative under this

Agreement shall terminate on the    day of the       full month after

termination of this Agreement and Company shall then be discharged and

released of any further obligation to pay commissions to Sales

Representative under this Agreement.

 

4.  During the term of this Agreement or within     year(s) after its

termination, Sales Representative, or any agents or representatives under

Sales Representative's control, shall not compete with Company, directly or

indirectly, for Sales Representative or on behalf of any other person,

firm, partnership, corporation or other entity in the sale or promotion of

services the same as or similar to Company's services within the Territory.

Under no circumstances and at no time shall Sales Representative disclose

to any person any of the secrets, methods or systems used by Company in its

business.  All customer lists, brochures, reports, and other such

information of any nature made available to Sales Representative by virtue

of Sales Representative's association with Company shall be held in strict

confidence during the term of this Agreement and after its termination.

 

5.  This Agreement shall not create a partnership, joint venture, agency,

employer/employee or similar relationship between Company and Sales

Representative.  Sales Representative shall be an independent contractor.

Company shall not be required to withhold any amounts for state or federal

income tax or for FICA taxes from sums becoming due to Sales Representative

under this Agreement.  Sales Representative shall not be considered an

employee of  Company and shall not be entitled to participate in any plan,

arrangement or distribution by Company pertaining to or in connection with

any pension, stock, bonus, profit sharing or other benefit extended to

Company's employees. Sales Representative shall be free to utilize his

time, energy and skill in such manner as he deems advisable to the extent

that he is not otherwise obligated under this Agreement.

 

6.  Sales Representative shall bear any and all costs or expenses incurred

by Sales Representative to perform his obligation under this Agreement,

including, but not limited to, vehicle insurance, travel expenses and

telephone expenses.

 

7.  The rights and duties of Sales Representative under this Agreement are

personal and may not be assigned or delegated without prior written consent

of Company.

 

8.  Sales Representative is not authorized to extend any warranty or

guarantee or to make representations or claims with respect to Company's

services without express written authorization from Company.

 

9.  Sales Representative shall indemnify and hold Company harmless of and

from any and all claims or liability arising as a result of negligent,

intentional or other acts of Sales Representative or his agent or

representatives.

 

10.  Company shall indemnify and hold Sales Representative harmless of and

from any and all liability attributable solely to the negligent,

intentional or other acts of Company or its employees.

 

11.  This agreement, and all transactions contemplated hereby, shall be

governed by, construed and enforced in accordance with the laws of the

State of        .  The Parties herein waive trial by jury and agree to

submit to the personal jurisdiction and venue of a court of subject matter

jurisdiction located in      County, State of     .  In the event that

litigation results from or arises out of this Agreement or the performance

thereof, the Parties agree to reimburse the prevailing party's reasonable

attorney's fees, court costs, and all other expenses, whether or not

taxable by the court as costs, in addition to any other relief to which the

prevailing party may be entitled.  In such event, no action shall be

entertained by said court or any court of competent jurisdiction if filed

more than one year subsequent to the date the cause(s) of action actually

accrued regardless of whether damages were otherwise as of said time

calculable.

 

12.  Any notice under this Agreement shall be deemed given on the third

business day following the mailing of any such notice, postage paid, to the

address set forth above.

 

13.  This Agreement contains the entire agreement between the parties and

any representation, promise or condition not incorporated herein shall not

be binding upon either party.

 

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on

the      day of     , 20  , to become effective as of     , 20  .

 

"COMPANY"

 

By:

Witness           President

 

Witness

 

Witness

 

"SALES REPRESENTATIVE"

 

Witness