Contract with Independent Contractor

CONTRACT WITH INDEPENDENT CONTRACTOR

THIS AGREEMENT entered into and effective the day of , 20 by and between , Inc. ("") and , Inc. ("").

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. In consideration of fulfilling the duties and responsibilities set forth herein, shall pay a gross commission equivalent to percent (%) of the Net Invoice Amount of all New Business generated by for the benefit of during the period commencing at 12:01 a.m. on and ending at 12:00 a.m. on .

2. For purposes of this Agreement, the following definitions shall apply:

(a) "Net Invoice Amount" shall mean the total amount invoiced to a customer on a specific, numbered invoice less any amounts invoiced for sales tax, freight, delivery or similar charges.

(b) "New Business" shall mean verified purchase orders for molds, products, goods or other materials issued to from customers that have not issued purchase orders or otherwise done business with or within three (3) years of the date of this Agreement.

3. Any commission payable pursuant to this Agreement shall be paid on the first working day of the month following the month during which the Net Invoice Amount or any portion thereof are collected by .

4. agrees to reimburse for certain reasonable and necessary business expenses incurred on behalf of provided said expenses are approved by in advance.

5. agrees that it is not an employee of for any purpose whatsoever, including unemployment tax, social security contributions, income tax withholding or workers compensation, whether state or federal. agrees to pay and be solely responsible for all applicable taxes, both state and federal, in connection with amount paid by to . As an independent contractor is not eligible to participate in any of the fringe benefit programs.

6. providing 90 days written notice to at their business address of . In the event of such a cancellation, will pay for all commissions due on sales through the date of cancellation. After cancellation, will not owe commissions on sales generated after cancellation.

7. duties and responsibilities pursuant to this Agreement are as follows:

(a) To represent to all including and suppliers but excluding the .

(b) Solicit automotive components including parts that fit current and potential capabilities which include tool and die as well as manufacturing. Main emphasis will be in manufactured parts and assemblies.

(c) Represent in areas as directed and agreed upon by both parties.

Nothing contained herein shall prevent from contracting with other representatives for similar services. is not an exclusive agent of .

8. This contract encompasses the entire agreement of the parties and there are no other agreements of understandings, either written or oral.

9. This contract may not be modified or amended except in writing with the same degree of formality with which this contract has been executed.

10. Should any part or provision of this contract be adjudicated inoperative or invalid the remaining provisions of the contract will remain in effect and operate as if the invalid or inoperative provision had never existed.

11. The construction, interpretation of this contract and all transactions under it shall be governed by the laws of the State of .

WITNESS OUR SIGNATURES this the day of , 20 .