Canadian Sales Representative Agreement

Manufacturer’s Representative Agreement for Sale of Products of Manufacturer to Distributors

This Agreement made on the (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , 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 desires to retain Representative, and Representative desires to be retained to sell and market the Products described in Exhibit A, attached hereto, to Company’s distributors in the Territory identified below all on 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. Definitions

A. Products shall mean the products manufactured and/or distributed by Company as indicated on Exhibit A of this Agreement.

B. Territory shall mean those geographical areas (describe)

C. Customer shall mean any authorized distributor of the Products.

D. Net Invoice Price shall mean the total price at which an order is invoiced to the Customer by the Company prior to any discount offered by Company in compensation for early payment. Excluded from the Net Invoice Price are shipping and mailing costs, duties, taxes, and insurance and related adjustments granted to the Customer by Company as shown on the face of the Company’s invoice.

2. Appointment and Authority of Representative

A. Subject to the terms and conditions of this Agreement, Company appoints Representative as the exclusive sales representative firm for the Products in the Territory, and Representative accepts the appointment and agrees to represent and promote the sale of the Products. Notwithstanding anything to the contrary in this Agreement, in no event shall this Agreement or any term herein be interpreted or construed that Representative is a distributor of the Products. Products can be sold in connection with this Agreement only by the distributors or by the Company. Except as expressly set forth herein, no other rights or licenses are granted to Representative hereunder.

B. Representative shall neither advertise the Products outside the Territory nor solicit orders from outside the Territory without the prior written consent of Company.

C. The relationship of Company and Representative established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participant in a joint undertaking, or (iii) allow Representative to create or assume any obligation on behalf of Company for any purpose whatsoever. All financial and other obligations associated with Representative's business are the sole responsibility of Representative.

3. Compensation

A. Subject to the terms and conditions of this Agreement and as full payment for any and all services rendered by Representative and in consideration of the effort of Representative and all of the expenses incurred by Representative hereunder, Company agrees to pay to Representative, and Representative agrees to accept, % commissions on sales of the Products to Customers in the Territory as set forth in Section 1-A.

B. The commission shall apply to all Product orders from all Customers in the Territory that have been accepted by Company and which shipments have occurred during the term of this Agreement, whether or not such orders were solicited by Representative.

C. In no case will any compensation paid to Company employees be deducted from commissions due Representative.

D. Commissions will be paid on or before the 30th day of the month following the month in which the Product was invoiced by the Company. Commissions not paid within the agreed payment terms will be subject to finance charges at Annual Interest Rate of % on the balance due.

E. Company shall have the absolute, unconditional right to chargeback Representative for the commissions paid or credited to Representative on all shipments (a) not paid by a Customer over ninety (90) days past the invoice date, provided Company re-credits Representative for the appropriate commission applied to actual partial or full payments, less fees incurred in the process of collecting the payments, subsequently received by Company from the Customer, and/or (b) returned by Customer to Company for credit.

F. Payment of commissions shall be in dollars, and Representative shall be responsible for paying all applicable taxes on such commissions.

G. Company shall submit to Representative monthly statements of the commissions due and payable to Representative under the terms of this Agreement, with reference to the specific customers on which the commissions are being paid.

4. Sale of the Products

A. All sales by the distributors shall be on terms established by Company and the respective distributors, and Company shall have the right to establish, change, alter, or amend terms and conditions of sale in its sole discretion and as otherwise set forth in the Distributor Agreement between the Company and the Distributor.

B. Representative shall not accept orders in Company’s name, make price quotations or delivery promises without Company’s prior written approval. All orders obtained by Representative directly shall be submitted to the Company and shall be subject to acceptance by Company at its principal office currently located at the address listed for Company at the beginning of this Agreement, and all quotations by Representative shall contain a statement to that effect. Representative shall have no authority to make any acceptance/delivery commitments to any Customers.

C. Company shall have the sole right of credit approval or credit refusal for Customers in all cases.

D. Company shall render all invoices directly to the Customers. Invoice payments shall be made directly to Company by Customers.

E. It is expressly understood by Representative that full responsibility for all collection rests with Company.

F. Whenever Representative, at Company’s request, takes possession of Company’s Products for the purpose of assisting the Company in delivering such Products to Customers, the risk of loss or damage to or destruction of such Products shall be borne by Company with the exception of events of damage by Representative or destruction or loss of the Products by Representative, in which case it shall be borne by Representative.

5. Product Warranty and Product Availability

A. Any warranty for the Products shall run directly from Company to the Customer, and pursuant to the warranty, the Customer is to return any allegedly defective Products to Company or designated depot. Representative shall have no authority or responsibility to accept any returned Products.

B. Representative shall not provide nor imply any additional Product warranties without the express written consent of Company’s corporate officer.

6. Representative’s Relationship and Conduct of Business

A. Representative shall maintain sales offices in the Territory and shall represent and promote the sale of Company’s Products within the Territory.

B. Representative will conduct all of its business in its own name. Representative will pay all expenses of its office and activities and be responsible for the acts and expenses of its employees, subcontractors and representatives.

C. Representative shall not, without Company’s prior written approval, alter, enlarge, or limit orders, make representations, warranties or guarantees concerning Company’s Products or accept the return of, or make any allowance for such Products.

7. Use of Trademarks and Trademarks

Representative recognizes and concedes for all purposes that all trademarks, trade names, logos or identifying slogans affixed to Company’s Products or any accompanying labels, containers, and cartons, whether or not registered (Trademarks), constitute the exclusive property of Company and cannot be used by Representative except only in connection with promoting the sale of Company Products hereunder and only with the Company’s prior written approval. During the term of this Agreement, Representative is authorized by Company to use Company’s Trademarks in connection with Representative’s promotion of Company Products, provided that Representative’s use of such Trademarks shall be in accordance with Company’s policies from time to time communicated to Representative and with Company’s prior written approval. Representative shall have no interest in such Trademarks by virtue of this Agreement except as herein expressly provided, and Representative’s use of such Trademarks shall cease immediately upon termination or expiration of this Agreement. Company reserves the right to change Company Trademarks without notice. Representative shall not change or remove any Company Trademarks or third-party trademarks or other proprietary notices on or contained within the Products.

8. Indemnifications

A. Company shall be solely responsible for and agrees to defend or settle (at its option) and hold Representative harmless against and to pay all losses, costs, damages and expenses whatsoever, including reasonable attorney fees, which Representative may sustain or incur on account of a third-party’s action instituted against Representative, based on:

1. Infringement or alleged infringement of Company patents, or the Trademarks, resulting from Representative’s distribution of the Products or use of the Trademarks as authorized hereunder, or

2. Warranty claims or product liability claims arising out of the Products. Representative shall, however, have the right to participate in the defense at its own expense.

B. Representative shall be solely responsible for, and shall indemnify and hold Company free and harmless from, any and all claims, damages or lawsuits (including Company’s attorney’s fees) arising out of (a) the acts or omissions to act of Representative, its employees or its agents; (b) any misrepresentation, breach or non-fulfillment of any of the covenants or Agreements of Representative in this Agreement; (c) any liability, obligation, or commitment relating to the operation of Representative’s business arising out of transactions contemplated hereunder; or (d) any violation of U.S. law by Company. Representative will such claims same at its own expense. Company shall, however, have the right to participate in the defense at its own expense.

9. Term of Agreement and Termination

A. This Agreement shall be effective on the (date) and shall continue until (date). This Agreement shall automatically be renewed unless terminated by either party upon ninety (90) days written notice of its intent not to renew to the other by registered or certified mail prior to the end of the initial term of this Agreement, or any renewal term.

B. This Agreement may not be terminated for convenience in the first six months by either party. After the initial six months, this Agreement may be terminated by either party for any reason at any time by giving the other party written notice ninety (90) days in advance. Either party may immediately terminate this Agreement for cause by providing written notice to the other party if the other party (a) has breached any of the material covenants and Agreements contained herein, and (b) has not cured that breach (if the breach is curable) within 5 days after the written notice to the defaulting party.

C. This Agreement shall terminate, without notice, (a) upon the institution by or against either party for insolvency, receivership or bankruptcy proceedings, (b) upon either party making an assignment for the benefit of creditors, or (c) upon the dissolution of either party.

10. Rights upon Termination

Upon termination of this Agreement for any reason:

A. Company shall pay to Representative the commissions on all Products sold by Representative, which orders have been accepted by the Company prior to the effective date of termination of this Agreement, all in accordance with the terms and conditions of this Agreement.

B. No additional compensation of any kind shall be paid to Representative as of the effective date of termination of this Agreement.

C. Upon termination, Representative shall immediately cease all promotion of the Products and representing itself as the sales representative firm for the Company’s Products.

D. Each party shall immediately destroy or return to the other party any and all of the other party’s Confidential Information and marketing material in its possession or control. Upon either party’s request, a duly authorized corporate officer of the other party shall certify in writing that such return or destruction has occurred.

E. Except for damages for a material breach of this Agreement, neither party shall be liable to the other for damages of any kind, including without limitation any consequential or incidental damages, on account of the termination or expiration of this Agreement, and each party waives any right it may have to receive any compensation or reparations on termination or expiration of this Agreement other than as expressly provided herein.

11. Compliance with Laws

Each party will comply with all applicable laws and regulations and ordinances in their performance under this Agreement.

12. Publicity

A. Both parties hereto will jointly issue a press release on or about the effective date of this Agreement.

B. Representative shall submit to Company for approval any and all public announcements, advertising and sales literature of Representative which refers to the Company and/or includes any Company trademarks.

13. Confidentiality

Information furnished by Company to Representative with respect to the products, services, 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.

14. 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.

15. 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.

16. Governing Law

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

17. 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.

18. 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.

19. 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.

20. 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.

22. 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.

23. 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.

24. In this Agreement, 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.