Fill and Sign the Agreement between Sales Representative and Magazine to Sale Advertising Form

Agreement between Sales Representative and Magazine to Sell Advertising 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 Employer) , 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 . Whereas, Company is engaged in the magazine publishing business , and in the sale of magazines; and Whereas, the trade area set forth in Section 1 of this Agreement has been solicited by Company through its Sales Representative s and through advertising media, and a large, valuable, and extensive trade has been established and maintained at great expense to Company ; and Whereas, Company has a substantial number of customers in the trade area set forth in Section 1 of this Agreement, and the names of the customers are within the knowledge of Company and are of great value to Company, and Whereas, Sales Representative desires to enter into this Agreement with Company ; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Employment of Sales Representative By this Agreement, Company employs Sales Representative to represent it and to sell advertising for its magazines in the following territory: (description of territory) ____________ ____________________________________________________________________________ ____________________________________________________________________________, and such other territories on which both parties may agree in writing and which subsequent Agreements shall be incorporated in and made a part of this Agreement and, provided further, that such other territories are within the following area: (description of area) ______________ ____________________________________________________________________________ ____________________________________________________________________________. 2. Sales Representative’s Best Efforts Sales Representative shall devote his entire time and best efforts to selling advertising of Company in the territory as described in Section 1 , and agrees not to engage in any other business directly or indirectly or to sell or cause to be sold such advertising in any territory except that mentioned above, without the prior, express, and written consent of Company . The written consent of the Publisher of the Company shall be deemed to be the consent of Company . 3. Covering Territory Sales Representative shall travel in and cover the territory assigned to him personally and regularly, in accordance with the instructions of the _______________________ (name of office) of Company . 4. Sales Subject to Acceptance All sales made by Sales Representative shall be made subject to acceptance by Company at its home office at ____________________________________________________ ________________________ (address of home office) , and all contracts for the sales of advertising for Company 's shall be executed by a duly authorized officer of Company . 5. Price Changes Company reserves the right at any time to fix or change list prices, terms of sale, advances, and the rate of commission to be paid on any and all advertisements. 6. Commission A. Company shall pay Sales Representative a _______% commission on the net selling price of all advertising for Company on orders received and accepted by Company under the terms of this Agreement. B. It is mutually agreed that such commission is to be in accordance with Company 's published commission schedule in force at the time of Company 's acceptance of the order. 7. Customer’s Failure to Pay Account A. In the event of nonpayment of a customer's account resulting in a loss to Company , Sales Representative shall be charged with a sum equal to his commission rate or percentage on the unpaid balance owing by the customer. B. If any customer's account becomes ______ (number) days in arrears, Sales Representative shall be charged with a sum equal to his commission rate or percentage on the unpaid balance of the account, and such commission debit shall be suspended, subject to being re-credited at any time such customer pays his account in full. 8. Statement of Shipments Company shall furnish Sales Representative a periodic statement showing shipments made to customers in Sales Representative 's territory, and all payments and other items credited to Sales Representative 's account during such period. 9. Unfilled Orders Company shall not be liable to Sales Representative for any delay or failure in filling orders, nor for filling orders with defective goods, but agrees to use its best efforts to have perfect goods sent out to all customers. 10. Drawing Account Although commissions shall not be due and payable to Sales Representative until a customer has paid his or her or its account in full, Company shall credit Sales Representative with a drawing account of $___________ per week, which shall be charged against Sales Representative 's commissions; but Company shall in no way be obligated to pay Sales Representative 's advance credit except at its discretion, and provided that Sales Representative has no overdraft on his account, or has retained no collection in excess of such further drawing allowance. Any such advances made by Company to Sales Representative , whether withdrawals against commission or otherwise, shall be considered as loans to Sales Representative to be repaid to Company on demand. 11. Cash Collected by Sales Representative A. Cash collected by Sales Representative from customers for cash sales or for any other collection authorized by Company shall be immediately remitted to Company by Sales Representative . B. All checks made payable to Company shall be forwarded directly to Company , and if a check for an amount owing to Company shall be made to the order of Sales Representative , he shall endorse it to the order of Company and send it to Company at once. 12. Termination Pay A. If the employment of Sales Representative shall terminate under the provisions of Section 20 of this Agreement, Company shall pay Sales Representative _____ % of the commissions to be paid as provided in Section 6 on orders received and accepted by Company under the terms of the Agreement, but shipped and delivered after the date of termination; however, no commission shall be paid on orders where delivery is not requested within a period of _____ (number) days after termination of this Agreement. The remaining _____% of such commission shall be retained by Company for expenses incident to maintaining and servicing the above-described territory. B. If, following termination of this Agreement under the provisions of Section 20 of this Agreement, Sales Representative shall engage, directly or indirectly, in the business of selling magazine advertising in the territory that was assigned to Sales Representative , or shall engage in any competitive business venture or enterprise in such territory, or be employed by, or connected with any person, firm, corporation, or other entity in the business of selling magazine advertising in competition with Company , then Sales Representative shall not be entitled to any commission whatsoever on advertising sales after the date of termination of this Agreement. 13. Commission on Retirement, Illness, or Death If the employment of Sales Representative shall terminate by reason of protracted illness, retirement at or after age (e.g. retirement age) ___________________, or by death, Company shall pay Sales Representative , or his heirs, executor, administrator, or personal representative, the full commission on advertising sales after such termination on orders received and accepted under the terms of this Agreement, less the outstanding balance on any loans as provided for in Section 10 of this Agreement. 14. Transfer to Salaried Position If Sales Representative shall, on mutual Agreement of Company and Sales Representative , be transferred to a position in Company on a salaried basis, Sales Representative shall be entitled to no commission on advertising soled in the territory assigned Sales Representative after the date of such transfer. 15. Expenses A. Sales Representative shall be entitled to reimbursement for such expenses as shall be determined by the director of sales in accordance with the established custom of Company , as the same may be determined from time to time by the sales department of Company , it being understood that advances will be interpreted as provided in Section 10 of this Agreement. B. Sales Representative shall not have the right to retain attorneys or counsel or to incur other legal expenses in the name of or on behalf of Company . 16. Auto Insurance Sales Representative , before engaging in his duties under this Agreement, shall first cause to be issued to him liability insurance on his automobile that will afford absolute protection for Company against any loss or damage to life or property, that may be caused by any automobile accident in which Sales Representative is involved, such indemnity policy to insure Company for such time or times as Sales Representative 's automobile may be used on the business of Company . 17. Fidelity Bond Sales Representative shall furnish Company at the time of executing this Agreement or immediately after such execution, and at Sales Representative 's own expense, a satisfactory bond of indemnity for the prompt and faithful accounting to Company for all property loaned to Sales Representative and the payment to Company of all of Sales Representative 's indebtedness, both direct and indirect, under the terms of this Agreement, including advances of money, money paid by customers to Sales Representative , and any other loss or liability that may be sustained by Company by reason of having employed Sales Representative . 18. Home Office Visit Sales Representative shall visit the home office of Company at lease _____ (number) once each year, at a time set by Company , and the expenses for such trip shall be borne by Company . 19. Vacation A. Sales Representative shall be entitled to holidays and vacation schedules in effect for all employees of Company and shall further be entitled to his customary withdrawal of commissions during such periods. B. The time of any vacation taken by Sales Representative must be approved in advance by Company through its duly authorized officer. 20. Termination Notice This Agreement may be terminated by either party on _______ (number) days' written notice to the other party at the above-listed address of the party, with or without cause; provided that Company may at any time terminate the employment of Sales Representative , without notice and without liability for expenses incident to termination, for reasons of employee's absence without notice, neglect of duty, or disrespectful behavior. Termination of employment under this section shall be controlled and governed by the terms of Sections 21-24 of this Agreement. 21. Return of Equipment on Termination On termination of this Agreement by either party, all sales manuals, price lists, customer account lists, and copies of invoices and mailing lists shall be promptly returned to Company by Sales Representative . 22. Company’s Customers A. At no time during the term of this Agreement or for a period of ______ (number) years immediately following the termination of Sales Representative 's employment, regardless of who initiated such termination, will Sales Representative for himself or on behalf of any other person, firm, partnership, corporation, or other entity, call upon any customer of Company for the purpose of soliciting, selling, or both, to any other customers any magazine advertisements. B. In addition to the proscriptions of the immediately preceding paragraph, Sales Representative will not in any way directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, firm, partnership, corporation, or other entity, solicit, divert, or take away any such customers of Company during the term of this employment Agreement or for ______ (number) years immediately following the termination of this Agreement. 23. Covenant not to Compete Sales Representative shall not, during the term of this Agreement, or for ______ (number) years immediately following the termination of this Agreement, regardless of who initiated the termination, for himself, or in behalf of any other person, firm, partnership, corporation, or other entity, engage in the _______________________ (magazine advertising sales) business or engage in the designing, manufacturing, and/or selling of magazine advertisements within a trade area radius of ______ (number) miles from _________________ ________________________________________________________ (location of business) ; nor will Sales Representative directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, firm, partnership, corporation, or other entity, solicit or attempt to solicit the business or patronage of any person, firm, corporation, partnership, or other entity within the initial and subsequent trade areas described in Section 1 of this Agreement for purposes of selling magazine advertisements or other products similar to those manufactured by Company or of performing such other incidental business and service as Company now engages in; nor will Sales Representative disclose to any person, firm, corporation, or other entity any of the secrets, methods, or systems used by Company in and about its business. 24. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If 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 expungement of the invalid provision. 25. 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. 26. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 27. 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. 28. 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. 29. 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. 30. 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. 31. 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. 32. 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. 33. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ___________________________ (Name of Company) ________________________ By:_________________________________ (P rinted name) ________________________ ________________________ (P rinted name & Office in Corporation) (Signature of Salesperson) _________________________ (Signature of Officer)