Agency Sales Agreement

AGENCY SALES AGREEMENT

This Agency Sales Agreement (the "Agreement") is made and entered into as of the day of , (the "Effective Date"), by and between Principal: , entity type: Corporation LLC Individual, with principal address: ; and Agent: , entity type: Corporation LLC Individual, with agent address: .

RECITALS

WHEREAS, Principal manufactures, supplies, or distributes the products and product lines set forth in Schedule A (the "Products"), which Schedule A may be updated by written agreement of the parties: ; and

WHEREAS, Principal desires to engage Agent to promote, solicit and obtain orders for the Products within the territory and subject to the limitations set forth in this Agreement; and

WHEREAS, Agent has represented that it possesses the necessary personnel, contacts, facilities and expertise to solicit orders and to perform the duties described herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT; SCOPE

1.1 Appointment. Principal hereby appoints Agent, and Agent accepts such appointment, as Principal's sales agent to solicit orders for the Products in the territory defined as: (the "Territory"), subject to the terms and conditions of this Agreement.

1.2 Limitations. Agent shall not bind Principal to any contract, price, or credit terms without Principal's express prior written authorization. All Orders solicited by Agent are subject to acceptance by Principal in its sole discretion.

2. TERM

2.1 Initial Term. The term of this Agreement shall commence on the Effective Date and continue for a period of year(s) (the "Initial Term"), unless earlier terminated as provided herein.

2.2 Renewal. The Agreement shall .

3. AGENT DUTIES

3.1 Performance. Agent shall use commercially reasonable efforts to solicit orders for the Products, maintain adequate personnel and facilities to perform its obligations, comply with Principal's published policies and pricing instructions, and timely transmit all orders, inquiries and communications from customers to Principal.

3.2 Reports. Agent shall provide Principal with written sales reports on a basis in the form reasonably requested by Principal, including customer contacts, proposals, orders, and forecasted demand.

4. PRINCIPAL OBLIGATIONS

4.1 Supply and Support. Principal shall use commercially reasonable efforts to supply Products to fulfill accepted Orders, provide product literature and technical support, and honor warranty and return policies made generally available to its customers.

4.2 Pricing and Credit. Principal retains sole discretion to set prices, discounts, and credit terms offered to customers and may change such terms upon prior written notice to Agent.

5. COMPENSATION; COMMISSIONS; PAYMENT

5.1 Commission Rate. Subject to the terms of this Agreement, Principal shall pay Agent a commission of % of the Net Sales Price of accepted Orders procured by Agent during the term. "Net Sales Price" means the invoiced sales price less taxes, freight, rebates, credits and allowances.

5.2 Payment Terms. Commissions shall be calculated monthly and paid within days after Principal's receipt of payment from the customer. Commissions are payable only on Orders that are accepted and paid in full by the customer.

5.3 Withholding. Principal may deduct and withhold from any commission payments amounts required to be withheld under applicable law. Agent shall furnish Principal with completed tax forms as reasonably requested.

6. EXPENSES

6.1 General. Except as otherwise agreed in writing, Agent shall bear all of its own expenses incurred in performing its obligations hereunder, including travel, promotional materials and salaries. Principal will reimburse pre-approved out-of-pocket expenses upon presentation of supporting documentation within 60 days of receipt.

7. RECORDS; AUDIT

7.1 Records. Agent shall maintain accurate books and records relating to sales and commissions for a period of years.

7.2 Audit. Principal shall have the right, upon reasonable prior notice and during normal business hours, to audit Agent's relevant records no more than once annually. If an audit reveals an underpayment by Agent or by Principal to Agent, the underpaid amount shall be promptly paid with interest at the lesser of 1.5% per month or the maximum legal rate.

8. CONFIDENTIALITY

8.1 Definition. "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

8.2 Obligations. Each party shall keep Confidential Information confidential, use it only to perform under this Agreement, and limit disclosure to personnel with a need to know. The confidentiality obligations shall survive termination for a period of years, except for trade secrets which shall be protected to the extent permitted by law.

9. INTELLECTUAL PROPERTY

9.1 Ownership. Principal retains all right, title and interest in its trademarks, trade names, patents, copyrights and other intellectual property relating to the Products. Agent shall not contest Principal's ownership nor use Principal's intellectual property except as expressly authorized in writing.

9.2 Limited License. Principal grants Agent a limited, non-exclusive, non-transferable license to use Principal's marks solely to market and sell the Products during the term and in accordance with Principal's trademark usage guidelines.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its negligence, willful misconduct or breach of this Agreement, provided that the indemnified party gives prompt written notice and cooperates in the defense.

10.2 Limitation. Except for a party's indemnification obligations, breach of confidentiality, or willful misconduct, in no event shall either party be liable for consequential, incidental, punitive or exemplary damages, and aggregate direct liability shall not exceed the greater of (i) the total commissions paid or payable to Agent in the prior twelve (12) months or (ii) .

11. TERMINATION; EFFECTS

11.1 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice.

11.2 Termination for Insolvency. This Agreement may be terminated by either party upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has an involuntary petition in bankruptcy filed against it.

11.3 Effect of Termination. Upon termination, Agent shall cease representing itself as Agent for Principal and shall deliver to Principal all materials, customer lists and Confidential Information. Commissions accrued on Orders accepted by Principal prior to termination and paid by customers shall be paid in accordance with Section 5, subject to set-off for amounts properly due Principal.

12. NOTICES

12.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses below or such other address as either party may specify in writing.

13. MISCELLANEOUS

13.1 Independent Contractor. Agent is an independent contractor. Nothing in this Agreement creates a partnership, joint venture or agency relationship for any purpose other than the limited appointment set forth herein.

13.2 Assignment. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Principal may assign to an affiliate or in connection with a merger or sale of substantially all assets.

13.3 Amendments; Waiver. This Agreement may be amended only by a writing signed by both parties. No waiver of any term or breach shall be effective unless in writing signed by the waiving party.

13.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

13.6 Entire Agreement. This Agreement, including any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and agreements.

13.7 Severability. If any provision of this Agreement is held unenforceable, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the original intent to the greatest extent permitted by law.

SIGNATURES

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