Independent Representative Agreement

Independent Marketing Representative Agreement

This Independent Marketing Representative Agreement, hereinafter called the Agreement, is entered into on this the day of , 20 , specified herein by and between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as the Company and the undersigned , hereinafter called Marketing Representative.

I. Appointment as Independent Marketing Representative:

A. is hereby appointed by the Company as an Independent Marketing Representative to personally solicit as an independent contractor on behalf of the Company orders for the Company’s Products, from the Company’s customers.

Marketing 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 Marketing Representative, but Marketing Representative shall determine the legal means by which he accomplishes the services in accordance with this Agreement. 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. Marketing 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 Marketing Representative is free to Agreement for similar services to be performed for other or organizations while under Agreement with Company.

B. Marketing Representative agrees to indemnify, defend and hold the Company harmless from and against any costs, expenses or levies incurred by, or assessed against, the Company as a result of the breach by Marketing Representative of this Agreement.

II. Responsibilities of Independent Marketing Representative: Marketing Representative hereby agrees to:

A. Abide by all policies, guidelines, rules, rate books, regulations and instructions of the Company (as prescribed from time to time) with regard to the sale of the Products to the Customers with which the Marketing Representative deals.

B. Observe and comply with the insurance laws and regulations of the states where Marketing Representative does business or solicits applications for the Products.

C. Clearly explain the terms, conditions and provisions of all contracts and Products to Customers with which Marketing Representative deals and to not make untrue statements, interpretations, misrepresentations, or omit or evade material facts concerning the Products.

D. Use reasonable efforts to obtain a fidelity or surety bond and professional liability (errors and omissions) insurance policy for the protection of Marketing Representative with the Company named as an additional insured on any such bond or policy, if permitted by applicable law.

E. Indemnify, defend and hold the Company harmless from and against any costs, fees and expenses that the Company may incur for any administrative or legal action involving Marketing Representative to which the Company may be made a party or otherwise incur a cost or expense and the Company may, at its discretion, employ its own counsel in defense of such action.

F. Keep in strict secrecy and confidence any and all information to which he has access and which has not been publicly disclosed and is not a matter of common knowledge in the fields of work of the Company. Marketing Representative agrees that both during and after the term of this Agreement he will not, without the prior written consent of the Company, disclose any such confidential information to any third person, partnership, joint venture, company, corporation or other organization.

III. Prohibitions. Marketing Representative agrees not to:

A. Make, alter or discharge any contract or Products of the Company;

B. Waive any forfeiture; quote rates other than as quoted by the Company or the Customers;

C. Provide outdated materials or rates to the Customers;

D. Extend time for payments in cash;

E. Withhold any monies or other property of the Customers or the Company or incur any indebtedness or liability on behalf of the Company unless specifically authorized in writing by the Company;

F. For a period of years after termination of this Agreement, directly or indirectly solicit orders of any product similar to Products whether alone, as a partner, or as an officer, director, employee or shareholder of any corporation, or as a trustee, fiduciary or other representative of any other entity.

III. Termination of Agreement. Company may terminate this Agreement immediately for Cause. For purposes of this Agreement, “Cause” means:

A. Any act or omission of the Marketing Representative constituting misconduct or negligence, fraud, misappropriation, embezzlement, conflict of interest or competitive business activities, including but not limited to any arrest on criminal charges;

B. Any chemical dependence which materially adversely affects the performance of his duties and responsibilities to the Company;

C. Breach of the fiduciary obligations of Marketing Representative to the Company in a material respect;

D. Repeated failure of Marketing Representative to perform his duties after written notice of the alleged failure and a reasonable opportunity to cure;

E. Material breach of the Marketing Representative of Company's policies or any material provision of this Agreement;

F. Gross misconduct of Marketing Representative resulting in substantial loss to the Company or damage to the reputation of the Company; or

IV. Termination for Death or Disability.

A. Termination for Death. In the event of the death of Marketing Representative this Agreement shall terminate and be of no further force or effect.

B. Termination for Disability. If, by reason of a physical or mental illness continuing for a period of consecutive calendar days, or for shorter periods aggregating days during any 12-month period, Marketing Representative has been substantially unable to render services of the character contemplated by this Agreement, then Company may, on days prior written notice to Marketing Representative, terminate this Agreement.

C. Accrued Commission. In the event of termination of this Agreement for death or disability, Marketing Representative or his estate shall be entitled to all commissions accrued but unpaid as of the date of termination.

V. Responsibilities of the Company. The Company agrees to provide Marketing Representative with compliance support and assistance, seminars and training and other general services in accordance with the policies established by the Company from time to time applicable to the training and support of marketing representatives.

VI. Commissions on Sales.

A. As full compensation for all sales made by Marketing Representative under this Agreement, and any necessary expenditures incurred in the performance of this Agreement made by Marketing Representative, Company shall pay Marketing Representative commissions, subject to the terms and conditions of the Schedule attached hereto as Schedule A.

B. The above commissions shall be payable only with respect to Products actually shipped or delivered to a purchaser under orders obtained by Marketing Representative pursuant to this Agreement.

VII. Disputes on Commissions. Company shall have the right to determine, in any dispute arising between Marketing Representative and any sales agent of Company, the right to commission on any sale, and both Marketing Representative and sales agent shall abide by and be bound by the decision of the Company.

VIII. Contents of Orders. All orders for Company Products shall be taken on printed forms furnished by the Company, and all such orders shall be sent to Company immediately after being signed by purchasers. The orders shall contain all conditions and agreements of every nature whatsoever between the parties to the sale, it being agreed that Company shall not be responsible for promises or conditions not specified on the orders. The Products of Company shall not be sold for more or less than the list price established by Company.

IX. Acceptance of Orders by Company. Orders taken by Marketing Representative shall not be binding until accepted by Company. Company reserves the right to reject any order when, in the judgment of Company, the Products ordered may not be suitable to the business of the Customer.

X. Remittals by Agent. Agent agrees to remit commissions monthly to Marketing Representative by check or direct deposit to a bank account of Marketing Representative.

XI. Expenses of Marketing Representative. All expenses for traveling, entertainment, office, clerical, office and equipment maintenance, and general selling expenses that may be incurred by agent in connection with this agreement will be borne wholly by agent. In no case shall principal be responsible or liable for such expenses.

XII. Accounting on Termination.

A. Marketing Representative authorizes Company, on termination of this Agreement to pay any outstanding indebtedness, including amounts due Marketing Representative incurred in the marketing of the Products of Company and to charge the amount to Marketing Representative’s commission account.

B. Marketing Representative’s agrees that officers or authorized representatives of Company shall have, on demand, access to and the right to examine and make copies of all books of accounts, vouchers and papers of Marketing Representative.

XIII. 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.

XIV. 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.

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

XVI. Notices. 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.

XVII. 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.

XVIII. Mandatory Arbitration. 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.

XIX. 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.

XX. 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.

XXI. 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.

XXII. Counterparts. 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.

XXIII. Compliance with Laws. 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.