Fill and Sign the Agreement Sales Marketing Form

Agreement with Sales and Marketing Representative THIS AGREEMENT is by and between       , a (Name of Company) corporation organized and existing under the laws of the state of       , (Name of State) with its principal office located at       , referred (Street Address, City, County, State, Zip Code) to herein as the Company, and       , whose (Name of Sales and Marketing Representative) address is       , hereinafter referred to as (Street Address, City, County, State, Zip Code) Sales Representative. Whereas, Company is engaged in the marketing and sale of services described as       ; (Describe) Whereas, Sales Representative is, or has been, in the business selling and marketing such services; and Whereas, Sales Representative desires to sell and market the services of Company in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, it is agreed as follows: I. Company hereby appoints Sales Representative as an authorized non- exclusive independent representative to sell and promote the services provided by Company in the state of       ; hereinafter referred to as the Territory. Sales Representative shall not have the exclusive right to make and/or promote sales in said Territory. 2. Sales Representative shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and adequately promote the sale of Company's services in the Territory during the term of this Agreement. 3. Sales Representative's sales and promotional efforts shall consist of using the follow marketing methods and strategies: A. Lead generation; B. Affiliate sourcing; C. Affiliate management, Agreement with Sales and Marketing Representative Page 1 of 4 D. Media purchasing; and E. Such other sales and marketing methods as Company and Sales Representative shall agree upon. In addition to the foregoing, Sales Representative shall assist Company and shall perform any and all services required or requested in connection with the marketing and sale of the services of the Company, including, but not limited to, such services of an advisory nature as may be requested from time to time by Company. IV. For each contract for the performance of Company's services as arranged by Sales Representative under this Agreement, Sales Representative shall be entitled to a commission as follows: A.       % of contract billing during the first year; B.       % of contract billing during the second year; and C.       % percent of contract billing during the third year and for any year thereafter. This Agreement shall commence as of the date hereof and shall continue in full force and effect for a period of one year; provided, however, that at the expiration of the initial and each renewal term hereof, this Agreement shall be renewed for successive additional period of one year unless either party shall have delivered to the other notice of his/its intention not to renew at least thirty (30) days prior. V. T he commission rates and time periods set forth in the Paragraphs above shall commence as of       . For purposes of this Agreement, Contract shall (Date) mean any agreement and/or order of Company's services sold or arranged by Sales Representative. Any and all commissions payable to Company to Sales Representative under this Agreement shall terminate on the day of the full month after termination of this Agreement, and Company shall then be discharged and released of any further obligation to pay commissions to Sales Representative under this Agreement. VI. During the term of this Agreement or within       years after its termination, (Number) Sales Representative, or any agents or representatives under Sales Representative's control, shall not compete with Company, directly or indirectly, on behalf of Sales Representative or any other person, firm, partnership, corporation or other entity in the sale or promotion of services the same as or similar to Company's services within the Territory. Under no circumstances and at no time shall Sales Representative disclose to any person any of the secrets, methods or systems used by Company in its business. All customer lists, brochures, reports, and other such information of any nature made available to Sales Representative by virtue of Sales Representative's association with Agreement with Sales and Marketing Representative Page 2 of 4 Company shall be held in strict confidence during the term of this Agreement and after its termination. VII. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Company and Sales Representative. Sales Representative shall be an independent contractor. Company shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to Sales Representative under this Agreement. Sales Representative shall not be considered an employee of Company and shall not be entitled to participate in any plan, arrangement or distribution by Company pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Company's employees. Sales Representative shall be free to utilize his time, energy and skill in such manner as he deems advisable to the extent that he is not otherwise obligated under this Agreement. VIII. Sales Representative shall bear any and all costs or expenses incurred by Sales Representative to perform his obligation under this Agreement, including, but not limited to, vehicle insurance, travel expenses and telephone expenses. IX. Sales Representative is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Company's services without express written authorization from Company. X. Sales Representative shall indemnify and hold Company harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of Sales Representative or his agent or representatives. XI. 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. XII. 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. XIII. Governing Law . This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XIV . Notices. Unless provided herein to the contrary, 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. Agreement with Sales and Marketing Representative Page 3 of 4 XV. 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. XVI. 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. XVII. 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. XVIII. Assignment of Right. 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. XIX. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XX. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated.       (Name of Company) By: By: (Signature of Sales Representative) (Signature and Office of Officer)             (Printed Name of Sales Representative) (Name and Office in Corporation) Agreement with Sales and Marketing Representative Page 4 of 4