Fill and Sign the Agreement Sales Products Form

Agreement with Sales Representative as an Independent Contractor to Make Phone Sales of Promotional Products – Telemarketing Agreement Agreement made, effective as of the _____day of ________________, 20____, by and between ______________________ (Name of Company) , 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 ___________________ (Name of Sales Representative) of ___________________________ __________________________________________ (street address, city, county, state, zip) , referred to in this Agreement as Sales Representative. Whereas, Company sells promotional products to distributors by telemarketing (sales by phone) and continuous follow-up via e-mail; and Whereas, Company desires to employ Sales Representative as an independent contractor to s olicit orders for such promotional products; and Whereas, Sales Representative desires to work in such capacity pursuant to the terms of this Agreement; 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. Description of Work The work to be performed by Sales Representative includes but not limited to, the following: A. Deliver prepared sales talks, reading from scripts that describe products, in order to persuade potential customers to purchase a product; B. Explain products and prices, and answer questions from customers; C. Obtain customer information such as name, address, and payment method, and enter orders into computers. 2. Payment Company will pay Sales Representative the sum of $_________ per month for the work to be performed pursuant to this Agreement, said payments to be make of the _____ day of each month. 3. Relationship of the Parties Sales Representative is an independent contractor and is not an employee, servant, partner or joint venturer of Company . Company shall determine the services to be provided by Sales Representative, but Sales Representative shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Company is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Sales Representative is not entitled to receive the benefits which employees of Company and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of her services to Company . 4. Acceptance of Orders A. 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. B. 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. C. 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. D. 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. 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. 6. Duration of Agreement Either party may immediately cancel this Agreement at any time for any or no reason. 7. Covenant Not to Compete During the period Sales Representative is under contract with Company, and for a period of ______ years after termination of said contract, Sales Representative will not directly or indirectly: A. Recruit, solicit, induce, or attempt to induce any of the customers of the Company to terminate their contractual relationship with Company. B. Solicit, divert, take away, or attempt to divert or take away, from the Company any of its business or the patronage of its customers, clients, or accounts, and Sales Representative shall not assist any other person to do so. C. If any restriction set forth in this Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. D. The restrictions contained in this Section 7 are necessary for the protection of the business and goodwill of the Company and are considered by Sales Representative to be reasonable for such purpose. Sales Representative agrees that any breach of this Section 7 will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief. Notwithstanding the foregoing, upon termination of this Agreement, Sales Representative may contact and solicit orders from prospects of Company not called by Sales Representative for follow-up within three months from the termination of this Agreement, as well as customers of Company not followed up by Sales Representative within six months from the termination of this Agreement. 8. Confidentiality and Nondisclosure Sales Representative agrees that for and during the entire term of this Agreement, any information, data, figures, sales figures, projections, estimates, customer lists, tax records, personnel history, accounting procedures, promotions, and the like, shall be considered and kept as the private and privileged records of Company and will not be divulged to any person, firm, corporation, or other entity except on the direct authorization of the ___________________ ( title of officer) of Company. Further, upon termination of this Agreement for any cause, Sales Representative agrees that she will continue to treat as private and privileged any information, data, figures, projections, estimates, customer lists, tax records, personnel history, accounting procedures, and the like, and will not release any such information to any person, firm, corporation, or other entity, either by statement, deposition, or as a witness, except upon direct written authority of the ________________ ( title of officer) of Company, and Company shall be entitled to an injunction by any competent court to enjoin and restrain the unauthorized disclosure of such information. 9. 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. 10. 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. 11. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 12. 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. 13. 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. 14. 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. 15. 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. 16. 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. 17. In this Agreement, 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 Sales Representative) _______________________ (Signature of Officer)