Fill and Sign the Contract Marketing Form

Contract with Marketing Representative This Contract is made on the       day of       , 20       , between       of       , (Name of Marketing Representative ) (Street Address, City, County, State, Zip Code) referred to herein as Representative , and       , a corporation (Name of Company) organized and existing under the laws of the state of       , with its (Name of State) principal office located at       , referred to herein as (Street Address, City, County, State, Zip Code) Company. For and in consideration of the mutual covenants contained in this Contract, and other good and valuable consideration, the parties agree as follows: 1. Products. Company is the proprietor of certain computer programming as described in Exhibit A attached hereto and made a part hereof, and referred to herein as the Products. When the Products that currently exist and are later modified, expanded, or otherwise changed, a new Exhibit A updating the description of the Products will be attached hereto, dated and initialed by both parties. The Products are intended for use by       (Describe Businesses that could and do       . use Products Similar to Product) 2. Marketing Representative Appointment. Company appoints and engages Representative as Marketing Representative of Company to procure, promote, solicit and arrange Contractual Agreements as defined in this Contract . A Contractual Agreement, hereinafter called the Agreement means any contract or agreement that Representative has promoted, procured, solicited, or arranged on behalf of Company pursuant to this Contract and that Company has approved, accepted or adopted, providing for the lease, license, sale, or other distribution or transfer by or through Company of the Products. The appointment of Representative under this Contract is nonexclusive and will not limit the right of Company to appoint or engage other persons to conduct similar marketing activities on behalf of Company. 3. Independent Representative Status. 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 Representative , but Representative shall determine the legal means by which it accomplishes the services in accordance with this Contract. 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. Representative is not entitled to receive the benefits which employees of Company receive 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 his services to Company. It is further understood that Representative is free to contract for similar services to be performed for other computer programming companies or organizations Contract with Marketing Representative Page 1 of 4 while under Contract with Company. Notwithstanding the forgoing, Representative agrees that during the term of this Contract, he will not, directly or indirectly promote the sale of any product substantially similar to the Products of Company. 4. Promotion Efforts or Lack of Contract Authority in Representative. In pursuit of his duties described herein, Representative will become generally familiar with the technical and operational characteristics and qualities of the Products of Company. Representative will coordinate and cooperate with agents and employees of Company in efforts to procure, promote, solicit and arrange for the origination or renewal of Contracts and other arrangements for the license of Company Products. Representative will have no authority to accept on behalf of Company any offer made with respect to any Contract or other arrangement for the acquisition of Company Products or to formalize any other transaction on behalf of Company. Representative will hold itself out to customers and potential customers, with respect to the Company Products, only as the marketing representative of Company subject to the provisions of the letter attached hereto as Exhibit B and made a part hereof. Company will provide to Representative a reasonable quantity of all of Company's brochures and promotional material concerning the Company Products. 5. Product Services. Representative will have no responsibility to any customer or prospective customer with respect to installation, services, maintenance, delivery, or any other obligation with respect to contracts and the license of the Company Products. 6. Compensation. For every customer or potential customer who is or becomes a licensee of any of the Products of Company, Representative will be entitled to receive from Company       % of the license fee for such systems as set forth in Exhibit C attached hereto and made a part hereof. Company will make such payment to Representative, in pro rata portions, within       of days of Company's receipt of such payments from such customer or (Number) potential customer. 7. Term. The term of this Contract will commence on       and will continue for (Date) a period of       year(s) with automatic renewal for additional one-year period; provided, (Number) however, that either party may terminate this Contract at any time by giving the other party at least       days' prior written notice. Upon termination of this Contract in accordance (Number) with this Paragraph, both Representative and Company will be discharged and exonerated from any and all remaining obligations arising in connection with this Contract ; provided, however, that notwithstanding the termination of this Contract for whatever reason, Company and Representative will remain liable for all obligations that have accrued under the Contract . 8. Indemnification by Company. Company will defend, indemnify, and hold harmless Representative from and against any and all damage, cost, liability, and expense whatsoever (including court costs and attorney's fees) incurred because of any of the following: Contract with Marketing Representative Page 2 of 4 A. Any failure by Company to comply with any covenant or agreement stated in this Contract ; B. Any claim brought by any customer or potential customer of Company as a result of or in connection with any contract or other arrangement for the acquisition or license of Company Products or services; or C. Any claim brought by any person or entity based on the condition, character, or quality of the Products of Company or any promise, representation or warranty given with respect to Company Products by Company. 9. Indemnification by Representative. Representative will defend, indemnify, and hold harmless Company and all personnel of Company from and against any and all damage, cost, liability, and expense whatsoever (including court costs and attorney's fees) incurred because of any failure by Representative to comply with any covenant or agreement stated herein. 10. Conditions of Indemnification. It will be a condition of any indemnification that the party seeking indemnification (i) give the indemnifying party prompt written notice of any claim, demand, or action for which indemnification is sought; (ii) allow the indemnifying party to control the defense and/or settlement of any claim, demand, or action; and (iii) cooperate fully with the indemnifying party with respect to the investigation, defense, or settlement of any claim, demand, or action. 11. Confidentiality. Representative and Company will hold in confidence the terms of compensation and reimbursement stated in this Contract , and neither party will disclose the terms to any other person or entity, excepting party's counsel and accountants, without the prior consent of the other. 12. Severability. The invalidity of any portion of this Contract will not and shall not be deemed to affect the validity of any other provision. If any provision of this Contract 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. 13. No Waiver. The failure of either party to this Contract to insist upon the performance of any of the terms and conditions of this Contract, or the waiver of any breach of any of the terms and conditions of this Contract, 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. 14. Governing Law. This Contract shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) 15. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Contract 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 Contract. Contract with Marketing Representative Page 3 of 4 16. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Contract 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. 17. Entire Contract. This Contract shall constitute the entire Contract between the parties and any prior understanding or representation of any kind preceding the date of this Contract shall not be binding upon either party except to the extent incorporated in this Contract. 18. Modification of Contract. Any modification of this Contract or additional obligation assumed by either party in connection with this Contract shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 19. Assignment of Rights. The rights of each party under this Contract 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. 20. Compliance with Laws. In performing under this Contract, 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.       (Name of Company) By: By: (P rinted Name of Representative) (P rinted Name & Office in Corporation)             (Signature of Representative ) (Signature of Officer) Contract with Marketing Representative Page 4 of 4