Sales Representative Agreement

Agreement with Sales Representative to sell Advertising and Related Services

This Agreement, made this day of , 20, by and between , a corporation organized and existing under the laws of the State of , with its principal office located at , and referred to herein as the Company, and , of , referred to herein the Sales Representative.

I. Engagement and Period. Company hereby engages the Sales Representative, and the Sales Representative hereby agrees to act a sales representative for the Company, for a period of one (1) year from the date hereof, and this Agreement shall be automatically renewed from year to year with the same terms and provisions, unless this Agreement shall be terminated sooner in the manner hereinafter provided.

II. For all services to be rendered by the Sales Representative pursuant to this Agreement, the Company shall pay Sales Representative the sum of $ on the first day of each month with the first payment to be made on for the work to be performed pursuant to this Agreement. Company shall pay Sales Representative a yearly bonus based on the revenue produced pursuant to Sales Representative efforts. Said bonus shall be determined by the President in his sole discretion based on the performance of the Sales Representative.

III. Duties of Sales Representative.

A. Sales Representative agrees to promote the sale of advertising on behalf of Company which shall include the generation of leads, obtaining and servicing affiliates, and generating media purchase agreements, as well as fulfilling such other assignments to him typical in the advertising industry.

B. Sales Representative will not make any representations, warranties or commitments binding the Company without the prior written consent of the Company.

IV. Independent Contractor. The parties intend that an independent contractor-employer relationship will be created by this Agreement. Owner is interested only in the results to be achieved and the conduct and control of the work will lie solely with Sales Representative. Sales Representative is not to be considered an employee of Company for any purpose, and neither Sales Representative nor any employees of Sales Representative shall be entitled to any of the benefits that Company provides for its employees. It is understood that Company does not intend to use Sales Representative exclusively. It is further understood that Sales Representative is free to contract for similar services to be performed for other Companies while under contract with Company as long as the company for whom Sales Representative works is not in competition with Company.

V. The work to be performed pursuant to this Agreement will be performed entirely at the risk of Sales Representative and Sales Representative assumes all responsibility for his actions connected to this Agreement. Sales Representative agrees to indemnify Company for any and all liability or loss arising in any way out of his performance of this Agreement.

V. This Agreement shall be terminable at the will of either party.

VI. 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.

VII. 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.

VIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

IX. 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.

X. 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.

XI. 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.

XII. 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.

XIII. 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.

IX. 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.

X. 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.