Agency Agreement

Short Form of Non-Exclusive Sales Agency Agreement

Sales Agency Agreement made the day of , 20 ,

between , a corporation organized and existing under

the laws of , with its principal office located at

, referred to herein the Principal, and

, of

referred to herein the Agent.

Whereas, the Principal is the owner and operator of a business known as

, which is engaged in the business of

; and

Whereas, the Principal desires to employ the Agent for, and the Agent is willing to act for the Principal in, selling

, hereinafter called the Product;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows:

1. Principal shall employ Agent as its non-exclusive agent to solicit orders for the sale of the Product, at the prices and on such other terms and conditions established by the Principal, in the following geographic area:

2. Agent accepts such appointment and agrees to devote his best efforts to solicit orders but shall have no authority, right or power to accept any order, or to assume or create any obligation on behalf of the Principal.

3. Agent shall not engage in the selling of the Product for any competitor of Principal.

4. In full compensation of the services of Agent, Principal shall pay the Agent % of the sales price of all sales of the Product by Agent during the term of this Agency. The commission shall be paid monthly on or before the 15th day of each month beginning on the .

5. This Agreement shall commence on , and terminate on , unless earlier terminated by the Principal for just cause or by the mutual agreement of the Principal and Agent.

6. 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.

7. 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.

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

9. 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.

10. Notwithstanding the foregoing, and anything herein to the contrary, 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.

11. 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.

12. 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.

13. 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.

14. Principal and Agent both acknowledge that all information and materials furnished from the Principal concerning this Agreement and the performance of it is confidential and may not be used for any purpose other than in connection with this Agreement.

15. 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.

16. 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.