Business Territory Agreement

BUSINESS TERRITORY AGREEMENT

This Business Territory Agreement ("Agreement") is entered into by and between Company Name: and Territory Representative Name: (each a "Party" and collectively the "Parties"), effective as of Effective Date: .

WHEREAS

WHEREAS, Company develops, markets and sells certain goods and services described herein and desires to engage Representative to solicit orders and promote Company's products within a defined geographic area subject to the terms and conditions of this Agreement; and

WHEREAS, Representative has represented that it has the capability, contacts and experience to market and support Company's products within the Territory and wishes to obtain such appointment; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the appointment, exclusivity, performance expectations, compensation and termination of Representative's territorial marketing rights.

1. SCOPE OF WORK

Representative shall perform marketing, sales solicitation, customer education and support services for the products and services offered by Company within the Territory in accordance with Company's policies and the terms of this Agreement. Representative's duties shall include, without limitation, lead generation, order facilitation, local customer support coordination and submission of periodic reports to Company.

2. TERRITORY

Company grants Representative the right to market and sell Company's products in the geographic area described below (the "Territory"). Representative shall not solicit sales outside the Territory except with Company's prior written consent.

Exclusivity: Exclusive appointment for the Territory     Carve-outs / Exceptions:

3. PAYMENT TERMS

In consideration for Representative's services, Company shall pay Representative the fees described below. All amounts are in lawful currency and are exclusive of taxes, which shall be handled as provided in this Agreement.

All payments due to Representative shall be conditioned upon receipt by Company of correct documentation, including invoices and sales reports. Company may withhold payments for disputed amounts pending resolution, provided Company notifies Representative of the basis for any withholding.

4. PERFORMANCE AND REPORTING

Representative shall use commercially reasonable efforts to achieve the following minimum performance metrics and shall submit periodic written reports to Company.

Failure to meet agreed minimum performance metrics for two consecutive reporting periods shall permit Company, after written notice, to terminate or modify the Representative's rights under this Agreement as set forth in Section 6.

5. CONFIDENTIALITY

Each Party acknowledges that it may receive or have access to Confidential Information of the other Party. "Confidential Information" means all non-public business, technical, marketing, pricing, customer and financial information disclosed by the Disclosing Party either directly or indirectly in writing, orally, or by inspection of tangible objects.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence using at least the same degree of care as it does with its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted under this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall survive termination of this Agreement for Duration (years): years.

6. TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon providing written notice to the other Party at least Notice Period (days): days prior to the effective date of termination.

Termination for Cause: Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach, or immediately for insolvency, bankruptcy filing or appointment of a receiver for the other Party.

Effect of Termination: Upon termination, Representative shall cease representing itself as authorized by Company, return all Confidential Information, and shall be entitled only to accrued, undisputed compensation earned through the effective date of termination. Termination shall not relieve either Party of liability for breaches occurring prior to termination.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the Indemnitor's negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for willful misconduct or indemnity obligations, in no event shall either Party be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of a Party for direct damages arising out of this Agreement shall not exceed the total compensation paid or payable to Representative under this Agreement during the twelve (12) months preceding the claim.

8. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that Company may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

Consent Required for Subcontracting: Representative may not delegate or subcontract its material obligations under this Agreement without Company's prior written consent. Subcontracting permitted with prior written approval.

9. GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Dispute Resolution: The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the Parties cannot resolve the dispute within thirty (30) days, the Parties agree that the dispute shall be submitted to binding arbitration in accordance with procedures mutually agreed by the Parties, or if no agreement, by a single neutral arbitrator selected jointly by the Parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by registered mail, nationally recognized overnight courier, or personal delivery, or by email with confirmation of receipt.

11. MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employer-employee or franchisor-franchisee relationship between the Parties.

ACKNOWLEDGMENT

By signing below, each Party represents and warrants that it has the full right, power and authority to enter into this Agreement, that the person signing below is authorized to bind the Party, and that this Agreement constitutes a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms.

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