Sales Representative Agreement

Agreement with Sales Representative

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

Whereas, Company has offered to appoint Representative as an authorized sales representative of in accordance with the terms and conditions set forth in this Agreement and for the term provided in this Agreement; and

Whereas, Representative has expressed his willingness to become an authorized sales representative of in accordance with the terms and conditions set forth in 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. Appointment

Company appoints Representative as an exclusive authorized Sales Representative of for the period and in accordance with the terms and conditions as provided in this Agreement.

2. Products

The products for which Representative is appointed exclusive sales representative are limited to those products set forth in Exhibit A to this Agreement, which Exhibit is incorporated into this Agreement and made a part of it by this reference, and which products are referred to in this Agreement as the Products.

3. Territory

The territory in which Representative is appointed exclusive authorized sales Representative for the Products shall be limited to that geographical area, or areas, defined and described as follows: Such geographical area or areas are referred to in this Agreement as the Territory.

4. Services

During the term of this Agreement, Representative agrees that he will actively promote the sale of Products throughout the Territory and to this end will:

A. Promote the sale of the Products through a sales program including personal and mail solicitation of customers and prospective customers;

B. Regularly report to Company the status of sales and sales potential of the Products within the Territory;

C. Provide prompt and continuing after sale service and customer liaison; and

D. Assure that sales aids such as brochures, drawings, product specifications, sales literature, and other information as may be furnished to Representative by Company from time to time, and which is defined by Company as being for the express purpose of promoting sales, are distributed to customers and prospective customers on a timely basis throughout the Territory.

5. Confidentiality

Information furnished by Company to Representative with respect to the Products and their application, installation, and repair that is designated by Company as confidential or proprietary shall be held by Representative in confidence and used only for the purposes set forth in this Agreement during the term of this Agreement. All such confidential and proprietary information, including all copies of such information, and any other information not specifically designated by Company for release to the public that may come into the possession of Representative during the term of this Agreement, including all copies of such information, shall be delivered to Company when requested to do so by Company without making or retaining copies or excerpts of such information.

6. Training

Representative agrees to be available at reasonable times and places for training on the Products and their application. Such training shall be provided by Company to the extent necessary to help Representative to fulfill his obligations under this Agreement.

7. Compensation

The sole compensation to be paid by Company to Representative under this Agreement shall consist of a commission on sales of the Products within the Territory, such commission to be computed based upon the net invoice price of such sale of Products within the Territory. Net invoice price is defined as that price actually invoiced to and paid by the customer, less any sales, use or excise taxes, delivery charges or costs, and any discount as may be common in the trade. Commissions due and payable shall be determined as provided below in this Agreement.

A. Standard Company Products. Commissions payable with respect to any invoice for the sale of Products within the Territory shall be determined in accordance with the following schedule for sales at published list prices and as provided below for sales at other than published list prices:

1. Sales at List Price. A commission equal to % of the net invoice price of Products sold within the Territory.

2. Sales at Other than List Price. Commissions, if any, on the sale of Products under negotiated Agreements or at other than list price shall be as negotiated between Company and Representative.

3. Lease/Rental Agreements. Commissions, if any, on the lease or rental of Products within the Territory shall be as negotiated between Company and Representative. Any commission paid to Representative upon the lease or rental of any product shall be refunded to Company by Representative when any such lease or rental results in the sale of the product involved, and commission on the sale of any such product shall then be computed and paid upon the net invoice price actually paid by the customer.

4. Original Sale Territory. No commissions will be due or payable on the sale of spare Products or spare parts for Products within the Territory where the original sale of Products that such sales support occurred outside the Territory. If, however, Company in its sole discretion determines that Representative has been instrumental in securing such sale of spare Products, then a commission for such sales shall be calculated and paid as provided in this Agreement. Company's decision as to whether or not Representative is instrumental in such sales shall be final.

B. Nonstandard Company Products. Sales of nonstandard Company Products within the Territory shall not normally be subject to payment of commission. Where Company and Representative have agreed in advance of any such sale that such sale shall be commissionable, then the commission rate shall be as negotiated between Company and Representative. For purposes of this Agreement, nonstandard Company Products are defined as any product requiring formal program proposal and coordination efforts, nonrecurring engineering design effort, qualification testing, special testing to other than normal requirements, or any other effort that results in delivery of a product that has been modified in any manner whatsoever.

C. Allocation of Commissions. Whenever the sale of Products within the Territory has required the supporting efforts of other authorized sales Representatives outside the Territory, or whenever any such sale requires the continuing service and support of other authorized sales Representatives outside the Territory, or whenever one authorized sales Representative succeeds another and is required to provide continuing service and support for any such sale, then Company may in such manner as it shall determine in its sole discretion, allocate commissions otherwise due Representative among one or more other contributing authorized sales Representatives. Company's decision with regard to the allocation of commissions shall be final.

D. Payment of Commission. Commissions shall be due and payable only upon sales for which full and complete payment has been received from the customer. Company will issue commission payments and/or commission statements to Representative on a basis. Should any product be returned to Company for credit, or should any sale of Products become subject to any reduction in price, rebate, or allowance of any kind whatsoever, then Company may debit Representative's account or charge back to Representative an amount proportionate to such reduction in price, rebate, or allowance against commissions previously paid or otherwise due. Whenever such adjustment in commissions paid results in a charge back to Representative, then Representative shall promptly remit to Company an amount equal to such charge back.

8. Representative’s Expenses

Representative agrees that he will be responsible for all costs and expenses that he incurs in fulfilling his obligations under this Agreement, including, but not limited to, all salaries, costs, and expenses of Representative and any employees he may employ.

9. Consignment of Products

Company may from time to time provide Representative with Products for demonstration purposes in support of Representative's sales activities. Such Products shall be provided in accordance with terms and conditions as provided below:

A. Consignment Purchase Order. Upon Agreement between Company and Representative that consignment of Products is desirable and necessary, Representative will issue a consignment purchase order that sets forth the following:

1. Model number and description of the Product to be consigned;

2. Sales price of the Product to be consigned;

3. The period for which the Product will be consigned; and

4. Shipping instructions.

B. Title. Legal title to Products consigned to Representative shall at all times, prior to payment in full for the Products, remain in Company. Upon payment by Representative or Representative's customer for Products consigned to Representative, title shall pass from Company to Representative or Representative's customer as appropriate. Representative shall not obliterate or remove any tags identifying consigned Products as the property of Company.

C. Responsibility for Consigned Products. Products consigned to Representative shall be the sole responsibility of Representative until returned to and received by Company. Representative shall bear all risk of loss and/or damage for consigned Products while in his possession and shall promptly advise Company of any loss or damage suffered from any cause whatsoever.

1. If any consigned Product is irretrievably lost, stolen, or suffers such damage as to make it uneconomical to be repaired, Representative shall promptly remit to Company the full sales price applicable to such Product and shall be discharged from all further responsibility to Company for such lost or damaged Product.

2. If any consigned Product suffers damage but, in Company's sole judgment, is repairable, then Representative shall pay to Company the cost of repairing such damaged Product upon receipt of Company's invoice for such repairs.

D. Failure To Return Consigned Equipment. If Representative fails to return consigned equipment within the time specified by Company's consignment invoice, or within any mutually agreed extension of such time, Company may invoice Representative for the sales price of such consigned equipment and Representative shall promptly pay such invoice in accordance with Company's standard terms and conditions of sale.

E. Freight and Shipping Cost. Consignment equipment will be shipped to Representative prepaid by Company. The cost of return shipment, including the costs of packaging and insurance, shall be the responsibility of Representative.

F. Termination of Agreement. If this Agreement is terminated by either Company or by Representative, Representative shall promptly return all consigned equipment, prepaid, to Company.

10. Indemnification

Representative agrees to hold Company harmless and to indemnify Company from and against any and all liability that may occur as the result of Representative's acts or omissions under this Agreement or otherwise.

11. Duration and Termination

A. This Agreement shall be effective for a period of year(s) from the effective date stated above, and shall automatically be renewed for similar -year periods unless at least days prior to the expiration of any such -year period either party has sent the other party notice of nonrenewal indicating that this Agreement will not be renewed at the end of the period, in which event it shall terminate at the end of such period.

B. In addition to the right to terminate this Agreement as set out above, this Agreement may be terminated by either party, for cause at any time, upon days' prior written notice.

C. Company shall have just cause for termination if any indebtedness owing to it by Representative becomes more than days past due, or if Representative shall fail to perform any obligation imposed upon by this Agreement, or if Representative shall for any reason create for Company, as determined by Company in its sole discretion, an unfavorable impression in the public mind.

D. Additionally, Company shall have the right to terminate this Agreement at any time, upon days' prior written notice, if Representative assigns this Agreement, or any rights under this Agreement, without Company's prior written consent; or if there is a change in the control or management of Representative that is unacceptable to Company; or if Representative ceases to function as a going concern, or to conduct operations in the normal course of business.

E. Commissions on Termination. For orders accepted by Company on or before the effective date of termination and which orders would otherwise be commissionable as provided in this Agreement, Company will pay to Representative the normal commission upon delivery and receipt of payment for such orders. In addition, and provided Representative has identified pending orders, in writing, Company may accept orders for Products from within the Territory for up to days after the effective date of termination and pay to Representative the normal commission on such orders when such orders result from Representative's sales efforts prior to the effective date of termination of this Agreement.

12. Rights on Termination

Upon termination of this Agreement, all rights and obligations of the parties under this Agreement shall be extinguished except rights and obligations that shall have accrued prior to the effective date of termination and those surviving termination as otherwise provided in this Agreement.

13. No Liability on Termination

The right of termination of this Agreement pursuant to Section 11 of this Agreement is absolute and neither Company nor Representative shall incur any liability by reason of such termination, each of the parties mutually releasing the other from any claim of any nature (including, but not limited to, damages sustained on account of loss of prospective profits, or on investments, contracts, leases, or other commitments) resulting from or arising out of such termination, provided, however, that nothing in this section shall be construed as a release of any obligation that shall have accrued prior to the effective date of such termination and which is preserved pursuant to Section 12 of this Agreement.

14. Orders Subject to Acceptance

All purchase orders and sales contracts received by Company from Representative or from Representative's customers shall be subject to acceptance by Company at its factory in , under such terms and conditions as Company may deem necessary under the circumstances.

15. Use of Trademarks and Name

Upon termination of this Agreement, Representative shall immediately cease to represent himself as an authorized Company sales Representative, cease the use of Company's corporate name, and/or any Company trademark, or any near resemblance of the name or trademark as, in the opinion of Company, would infringe upon or dilute from the names and/or trademarks of Company, or that in the opinion of Company bears such near resemblance to any name and/or trademark of Company as might deceive customers or create confusion.

16. Company Policies

Representative agrees to abide by all Company sales and advertising policies as the same may be prescribed from time to time by Company and furnished in writing to Representative. Representative agrees not to use any advertising, promotional, or similar materials applicable to Company Products or services unless such advertising or promotional materials have been supplied Representative for such specific purposes.

17. Restrictive Covenants

During the term of this Agreement Representative agrees that he will not exhibit for sale, sell, or solicit the sales of, whether directly or indirectly, any product or Products that compete directly or indirectly with any product covered by this Agreement without the prior, express, and written consent of Company. In this regard, Representative shall promptly advise Company in writing of any new representations undertaken or contemplated for other manufacturers, Representatives, or distributors.

18. Compliance with Law

Representative agrees that he will not violate any applicable law or regulation of any country or political subdivision of a country in performing or purporting to perform any act arising out of or in connection with this Agreement. Pursuant to this paragraph, Representative agrees to maintain such records as required by the applicable laws and regulations and to provide all written assurances required by Company in connection with this paragraph.

19. 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.

20. 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.

21. Governing Law

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

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. 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.