Fill and Sign the Agreement between Sales Form

Employment Agreement between an Individual Sales Representative and A Manufacturer’s Sales Representative Agreement made, effective as of the _____ day of ____________, 20____, by and between _______________________________ , a corporation organized and existing under the laws of the State of ______________________, with its principal office located at _____________________________________ (street address, city, county, state, zip), referred to in this Agreement as Company, and ___________________________, of _________________________________ (street address, city, county, state, zip) , referred to in this Agreement as Sales Representative. 1. Appointment and Acceptance of Appointment Company is a manufacturer's sales representative for ___________________________ (manufacturer) in the following described territory: __________________________________ ___________________________________________________ (describe territory) , and hires sales representative to sell products of ________________________ (manufacturer) subject to terms, conditions, and covenants set forth in this Agreement. Sales Representative accepts such employment and agrees to comply with the terms and to perform all conditions contained in this Agreement. 2. Sales Territory Sales Representative shall have the right to offer for sale and to sell _____________________________ (specify products) to customers in the following territory: ________________________________________ (describe territory) 3. Solicitation and Taking of Orders A. Sales Representative shall solicit and take orders for sales of ______________________________ (specify products) , manufactured by ______________________________ (manufacturer) 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 ______________________________ (manufacturer) . C. The list price of all _______________________________ (specify types of products) shall be __________________________________ (F.O.B., manufacturer = s plant) . 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. 4. Acceptance of Orders A. All acceptances 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 or ___________________________ (manufacturer) . 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 ______________________ (manufacturer's) standard terms and conditions of sale. ________________________ (Manufacturer) 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. 5. Samples All samples furnished to Sales Representative under and pursuant to this Agreement shall remain the property of Company and must be returned upon the termination of this Agreement or upon request of Company. 6. Commissions A. Unless specifically agreed otherwise, Company will pay Sales Representative as a commission, on all uncancelled 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. 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 _____________________________ (manufacturer) . C. Commissions will be paid on all orders credited to Company after _______________ (date) . D. 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. E. If this Agreement is terminated, Sales Representative shall be entitled to the applicable commissions on all orders accepted by _________________________________ ( manufacturer) prior to the date of termination. Such commissions will not be paid until payment is received by company from ________________________________ (manufacturer). F. 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. 7. 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. 8. Refunds and Returns A. In the event that any customer does not pay any invoice due on its account to Company within ______________ (number) months after the due date, Sales Representative shall, on demand by Company, refund all commissions paid on the unpaid balance of such account, provided, that if such unpaid balance is, at a later date, recovered by Company, in whole or in part, the commission so refunded by Sales Representative shall be repaid to Sales Representative in proportion to the extent of the balance recovered. B. The provisions of this section shall survive any termination of this Agreement. Company shall send Sales Representative copies of all invoices covering sales of products on which Sales Representative is entitled to a commission. 9. 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 it develops, the following information to Company: 1. Current activities of Sales Representative by written ________________________ (weekly, monthly or quarterly) 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. C. Service to Company shall include, but shall not be limited to the following: 1. Regular attendance at the manufacturer's sales meetings, when possible. 2. Communication of the manufacturer's policies to customers. 3. Visits to the manufacturer's plant, as may be necessary. 4. Cooperation with the manufacturer's personnel, both within and without the defined territory. 5. Investigation, and handling of customers' rejections, service problems and complaints within the assigned territory. 6. Prompt handling of inquiries, correspondence, and orders forwarded by Company. 7. Stimulation of customers who are slow in paying. 8. Speedy follow-up of all inquiries received from Company. 10. 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 commission specified in this Agreement. 11. Company = s Responsibility to Sales Representative Company shall furnish the following information and assistance to Sales Representative: A. Information on all inquiries on manufactured products, originating in defined territory. B. Information on orders, invoices, changes, quotations, complaints, cancellations, and similar data that will be of assistance to Sales Representative. C. Information on delivery dates, engineering changes, schedule changes, and other important details that may affect the processing and completion of the order. D. Information on new products, changes or deletions of products, changes in terms, customer policy changes, and other information before it is released to public. E. Information on competition and the techniques employed by such competition. F. Sales and engineering training of Sales Representative. G. All price changes in listed and published price lists. 12. Duration of this Agreement A. This Agreement shall become effective on the date stated above, and shall remain in effect for a period of _____________ (number) 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 _____________ (number) days after the date such notice is sent to the other party via certified or registered mail. 13. Assignment This Agreement is personal to the parties and may not be assigned by Sales Representative or Company. 14. 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. 15. 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 ________ (number) days from the date of execution of this Agreement. 16. 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. 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 evidenced in writing signed by each party or an authorized representative of each party. 19. Governing Law It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________. 20. 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. 21. 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. 22. 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. ________________________________ ______________________________ Company Sales Representative