Agreement Between Distributor and Sales Representative

Agreement between a Distributor and Sales Representative

Agreement made, effective as of the day of , 20, by and between

, Inc., a corporation organized and existing under the laws of the State of , with its principal office located at , referred to in this Agreement as Company, and of , referred to in this Agreement as Sales Representative.

I. Acceptance of Appointment

Company is a distributor for the following described products: . Sales Representative desires to sell said products in the following described territory: subject to terms, conditions, and covenants set forth in this Agreement. Sales Representative agrees to comply with the terms and to perform all conditions contained in this Agreement.

II. Sales Territory

Sales Representative shall have the right to offer for sale , hereinafter called Products, to customers in the following territory: .

III. Solicitation and Taking of Orders

A. Sales Representative shall solicit and take orders for sales of Products distributed by Company, at the list price current at the time of solicitation.

B. Requests for formal bids and quotations, prices on modifications, quantity prices, and special equipment or options not shown on price lists will be furnished by Company.

C. The list price of all Products shall be . All shipping charges, taxes, export or import duties, packing and boxing, or any other charges not specifically provided in this Agreement shall be additions to the effective list price.

IV. Acceptance of Orders

A. All orders are to be forwarded to Company for acceptance. No order shall constitute a binding obligation upon Company until it shall be accepted by Company. Sales Representative shall have no authority to accept any order on behalf of Company. Company reserves the right to reject any order for whatever reason it may deem appropriate without obligation to Sales Representative for commission.

B. All orders accepted by Company shall be subject to Company’s standard terms and conditions of sale. Company shall have the sole authority to change any terms or conditions.

C. Sales Representative shall make no settlement or collections on any account, unless so authorized in writing by Company. The authority of Sales Representative shall be strictly limited to the solicitation and taking of orders.

V. Commissions

A. Unless specifically agreed otherwise, Company will pay Sales Representative as a commission, on all customers' orders received from Sales Representative's territory, amounts equal to % of all commissions received by Company on orders credited to Sales Representative's territory. Said commission percentage shall increase to % on all sales above $ in any month period.

B. Commissions shall be paid to Sales Representative on the day of each month following the month in which payment is received by Company. No commissions shall be due or payable until Company receives payment from sales made pursuant to orders procured by Sales Representative.

C. Unless otherwise specified in this Agreement, if any orders are solicited and taken by Company directly from customers in Sales Representative's territory, Sales Representative shall be entitled to a commission on the sale in the same manner as if Sales Representative had solicited and taken the order.

D. If this Agreement is terminated, Sales Representative shall be entitled to the applicable commissions on all orders accepted by Company prior to the date of termination. Such commissions will not be paid until payment is received by Company for sales made pursuant to said orders.

E. Any change in the amount of commissions payable to Sales Representative under this Agreement shall not be made without prior knowledge and consent of Sales Representative.

VI. Sales Outside Territory

In the event Company receives an order originating outside the above-specified territory, and by which shipments of Products are made by Company into such territory, Company shall have the sole right to determine whether, on any such order, any commission shall be due and payable to Sales Representative and the amount of such commission, if any. The decision of Company in such cases shall be final and without recourse.

VII. Sales Representative’s Responsibilities

A. Sales Representative shall exert his best efforts to promote sales and marketing to all customers within the above-specified territory.

B. Sales Representative shall furnish, as he develops, the following information to Company:

1. Current activities of Sales Representative by written reports.

2. Competitive marketing problems, and the current developments in Sales Representative's territory.

3. Information on poor credit risk customers.

4. All complaints, comments, and critical remarks from customers.

VIII. Expenses

Sales Representative shall pay all of his own expenses in connection with the solicitation of sales under this Agreement. The only obligation of Company is to pay the applicable commissions specified in this Agreement.

IX. Duration of this Agreement

A. This Agreement shall become effective on the date stated above, and shall remain in effect for a period of years unless terminated for breach or as provided in this Agreement.

B. This Agreement may be terminated by either mutual agreement of Sales Representative and Company or by written notice of either of the parties to the other party of an intention to terminate the Agreement. Any such written notice shall serve automatically to terminate this Agreement days after the date such notice is sent to the other party via certified mail.

X. Assignment

This Agreement is personal to the parties and may not be assigned by Sales Representative or Company.

XI. Authority of Sales Representative

Sales Representative shall have no right or authority, either express or implied, to assume or create, on behalf of Company, any obligation or responsibility of whatsoever kind or nature.

XII. Liability Insurance

As an express condition precedent to the employment of Sales Representative under this Agreement, Sales Representative agrees to procure and to maintain a public liability insurance policy with minimum limits of $ with a public liability insurance carrier licensed to do business in the State of , and acceptable to Company. Proof of Sales Representative's procurement of such insurance shall be made to Company not later than days from the date of execution of this Agreement.

XIII. Indemnification

Sales Representative agrees to indemnify and hold harmless Company, its agents, and employees, from and against any and all claims, damages, losses, and expenses, including reasonable attorneys' fees arising out of performance of Sales Representative's obligations under this Agreement that are caused in whole or in part by Sales Representative's negligent act or omission.

XIV. Noncompetition

On termination of this Agreement, Sales Representative agrees that he will not sell products in competition with Company in the sales territory described in Paragraph II for a period of years. Sales Representative agrees that this noncompetition section is necessary to protect Company’s business, and that Sales Representative’s violation of this paragraph would result in irreparable harm to Company. If Sales Representative breaches this paragraph, Company shall be entitled to injunctive relief in addition to any other remedies legally available. This paragraph shall survive termination of this Agreement.

XV. Mandatory Arbitration

Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, 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.

XVI. Status of Consultant

This Agreement calls for the performance of the services of Sales Representative as an independent contractor and Sales Representative will not be considered an employee of Company for any purpose.

XVII. 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.

XVIII. 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 evidenced in writing signed by each party or an authorized representative of each party.

XIX. Governing Law

It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XX. 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 thereafter 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.

XXI. Effect of Partial Invalidity

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the deletion of the invalid provision.

XXII. 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.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and date first above mentioned.

WITNESS our signatures as of the day and date first above stated.