Fill and Sign the Between Service Form

Agreement between Service Company and Independent Sales Representative Agreement made, effective as of the _____day of _______________________________, 20_____, by and between ________________________________________________________ (Name of Service 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 provides (describe nature of services and products) _____________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ primarily in ____________________________________________________ (State), but in neighboring states as well; and Whereas, Sales Representative is familiar with the products and services of Company, and desires to serve as an independent sales representative for Company; and Whereas, Company, desires to authorize Sales Representative to act as an independent sales representative for it 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. Appointment as Independent Sales Representative and Acceptance of Appointment Sales Representative is hereby appointed to be an independent sales representative for Company in the State of _______________________________________________. Sales Representative accepts such appointment subject to terms, conditions, and covenants set forth in this Agreement. 2. Sales Territory Sales Representative shall have the right to offer for sale (specify products and services) ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ _____________________________________________________________________________ , hereinafter called Products, to customers anywhere within the State of 1 ______________________________________________. This territory in not exclusive and other sales representatives of Company will also sell in said territory, 3. Solicitation and Taking of Orders A. Sales Representative shall solicit and take orders for sales of Products distributed by Company at the list price current at the time of solicitation. B. Requests for formal bids and quotations, prices on modifications, quantity prices, and special equipment or options not shown on price lists will be furnished by Company . C. The list price of all Products shall be F.O.B., (e.g., City and State) ___________________________________________________________________ . All shipping charges, taxes, export or import duties, packing and boxing, or any other charges not specifically provided in this Agreement shall be additions to the effective list price. 4. Acceptance of Orders A. 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 for commission. B. 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. C. 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. Commissions A. Unless specifically agreed otherwise, Company will pay Sales Representative as a commission, amounts equal to _________ % on all customers' orders received from Sales Representative's territory. B. Commissions shall be paid to Sales Representative on the ________day of each month following the month in which payment is received by Company . No commissions shall be due or payable until Company receives payment from sales made pursuant to orders procured by Sales Representative. C. If this Agreement is terminated, Sales Representative shall be entitled to the applicable commissions on all orders accepted by Company prior to the date of termination. Such commissions will not be paid until payment is received by Company for sales made pursuant to said orders. 2 D. No change in the amount of commissions payable to Sales Representative under this Agreement shall be made without prior knowledge and consent of Sales Representative. 6. Sales Representative = s Responsibilities A. Sales Representative shall exert his best efforts to promote sales and marketing to all customers within the above-specified territory. B. Sales Representative shall furnish, as he develops, the following information to Company : 1. Current activities of Sales Representative by written (weekly, monthly or quarterly) ______________________________ reports. 2. Competitive marketing problems, and the current developments in Sales Representative's territory. 3. Information on poor credit risk customers. 4. All complaints, comments, and critical remarks from customers. 8. Expenses Sales Representative shall pay all of his own expenses in connection with the solicitation of sales under this Agreement. The only obligation of Company is to pay the applicable commissions specified in this Agreement. 9. Duration of this Agreement A. This Agreement shall become effective on the date stated above, and shall remain in effect for a period of _____________ (number) years unless terminated for breach or as provided in this Agreement. B. This Agreement may be terminated by either mutual agreement of Sales Representative and Company or by written notice of either of the parties to the other party of an intention to terminate the Agreement. Any such written notice shall serve automatically to terminate this Agreement __________ (number) days after the date such notice is sent to the other party via certified mail. 10. Assignment This Agreement is personal to the parties and may not be assigned by Sales Representative or Company . 11. Authority of Sales Representative 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. 12. Liability Insurance (Optional, but may want to include requirement for car insurance) 3 As an express condition precedent to the employment of Sales Representative under this Agreement, Sales Representative agrees to procure and to maintain a public liability insurance policy with minimum limits of $ _____________________ with a public liability insurance carrier licensed to do business in the State of _________________________________________, and acceptable to Company. Proof of Sales Representative's procurement of such insurance shall be made to Company not later than ____________ (number) days from the date of execution of this Agreement. 13. 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. 14. Noncompetition On termination of this Agreement, Sales Representative agrees that he will not sell products or services in competition with Company, to customers of Company that he has serviced as a Sales Representative within two (2) years of his termination. Sales Representative agrees that this noncompetition section is necessary to protect Company’s business, and that Sales Representative’s violation of this paragraph would result in irreparable harm to Company. If Sales Representative breaches this paragraph, Company shall be entitled to injunctive relief in addition to any other remedies legally available. This paragraph shall survive termination of this Agreement. 15. Mandatory Arbitration Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, 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. 16. Status of Sales Representative The parties intend that Sales Representative be an independent contractor and not an agent or employee of Company. Company is interested only in the results obtained under this contract. The manner and means of handling sales shall be under the sole control of Sales Representative . Sales Representative shall adhere to all laws and ethical standards applicable to salespersons in the business and industry of Company, and shall perform in a manner consistent with generally accepted procedures for that profession. None of the benefits provided by Company to employees, including, but not limited to, worker’s compensation insurance and unemployment insurance, are available from Company to Sales Representative . 17. Nondisclosure of Information Concerning Business Sales Representative further specifically agrees that he will not at any time, in any manner, either directly or indirectly, communicate to any person, firm, or corporation any 4 information of any kind concerning any matters affecting or relating to the confidential business matters of Company, including, but not limited to, the names of any of the Company’s customers, the prices Company obtains or has obtained or at which Company sells or has sold Products, or any other information of, about, or concerning the confidential business matters of Company. Sales Representative agrees that Company’s manner of operation, its plans, processes, or other confidential data of any kind, nature, or description (without regard to whether any or all of such matters would be deemed confidential, material, or important), are important, material, and confidential and gravely affect the effective and successful conduct of the business of Company, and the goodwill of Company , and that any breach of the terms of this paragraph is a material breach of this Agreement. 18. Payment of Taxes Sales Representative assumes full responsibility for the payment of all assessments, payroll taxes, or contributions, whether state or federal. Following the conclusion of the calendar year, Company will issue to Sales Representative a Form 1099, and Sales Representative will be individually and solely responsible for the timely payment of any state, federal, social security, and other self-employment taxes that may be owing on amounts paid to Sales Representative under this Agreement. 19. 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. 20. 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 evidenced in writing signed by each party or an authorized representative of each party. 21. Governing Law It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ___________________________________________. 22. 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 thereafter 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. 23. Effect of Partial Invalidity The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that 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 deletion of the invalid provision. 5 24. 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. IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and date first above mentioned. ____________________________________ (Name of Service Company) ___________________________________ By_________________________________ (Name of Sales Representative) ____________________________________ (Name and Office in Corporation) 6