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Agreement with Sales Representative Page 1 of 5 Agreement with Sales Representative to Sell and Promote Service of Electric and Electromagnet Motors Agreement made on the day of , 20 , between of , (Name of Employee)(Street Address, City, County, State, Zip Code) referred to herein as Employee or Sales Representative, and , (Name of Employer) a corporation organized and existing under the laws of the state of , (Name of State) with its principal office located at , referred to (Street Address, City, County, State, Zip Code) herein as Company.Whereas, Company is engaged in the business of the sale and service of Electric and Electromagnet Motors; andWhereas, Employee is experienced in acting as a Sales Representative for the sale and service of Electric and Electromagnet Motors; andWhereas, the Territory described set forth in Section I of this Agreement has been solicited by Company through its sales representatives and through advertising media, and a large, valuable, and extensive trade has been established and maintained at great expense to Company; andWhereas, Company has significant customers in Territory described set forth in Section I (hereinafter referred to as the Territory) which are of great value to Company; andWhereas, Employee desires to enter into the employ of Company as a Sales Representative for the sale and services of such motors;Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:I. Employment as a Sales Representative. Company hereby employs Sales Representative to represent it and to sell its products and services in the following described Territory: , (Description) and such other territories on which both parties may agree in writing and which subsequent Agreements shall be incorporated in and made a part of this Agreement.II.Best Efforts of Sales Representative. Sales Representative shall devote his entire time and best efforts to selling the products and services of Company in the Territory, and agrees not to engage in any other business directly or indirectly or to sell or cause to be sold such products and services in any Territory except that mentioned above, without the prior, express, and written Agreement with Sales Representative Page 2 of 5consent of Company. The written consent of the President of the Company shall be deemed to be the consent of Company.III. Covering Territory. Sales Representative shall travel in and cover the Territory assigned to him personally and regularly, in accordance with the instructions of the Director of Sales of Company.IV. Sales Subject to Acceptance. All sales made by Sales Representative shall be made subject to acceptance by Company at its home office at located at , (Street Address) , and all contracts for the sales of Company's products and (City, County, State, Zip Code) services shall be executed by a duly authorized officer of Company.V.Price Changes. Company reserves the right at any time to fix or change list prices, terms of sale, advances, and the rate of commission to be paid on any and all of its products and services.VI. Compensation. Company shall pay Employee, and Employee shall accept from Company, in full payment for Employee's services under this Agreement, compensation at the rate of $ per year, payable twice a month on the and (Ordinal number) (Ordinal number) days of each month while this Agreement shall be in force. Company s hall (Ordinal number)reimburse Employee for all necessary expenses incurred by Employee while traveling pursuant to Company’s directions.VII.Renewal and Termination of Agreement. A.This Agreement shall be in force for a period of one year from the date of its execution. If either party does not desire to renew this Agreement at the expiration of its term, notice in writing must be given at least thirty (30) days before its expiration by such party to the other party informing such other party that the Agreement is not to be renewed; otherwise it shall be construed that the Agreement shall be automatically renewed for another year. B.Notwithstanding the foregoing, this Agreement may be terminated by either party at any time by giving the other party written notice of the intent to terminate. The notice must specify a date, upon which the termination will be effective, which date may not be less than calendar days from the date of mailing the notice. Only (Number) services satisfactorily performed up to the date of receipt of notice shall be compensated by Employer and such compensation shall be pursuant to the terms of this Agreement. Notice shall be deemed received days after mailing in the United States (Number) mail, using first-class mail, postage prepaid. Agreement with Sales Representative Page 3 of 5VIII. Statement of Shipments. Company shall furnish Sales Representative a periodic statement showing shipments made to customers in Sales Representative's Territory, and all payments and other items credited to Sales Representative's account during such period.IX. Cash Collected by Sales Representative. A.Any Cash collected by Sales Representative from customers for cash sales or for any other collection authorized by Company shall be immediately remitted to Company by Sales Representative.B. All checks made payable to Company shall be forwarded directly to Company, and if a check for an amount owing to Company shall be made to the order of Sales Representative, he shall endorse it to the order of Company and send it to Company at once.X.Auto Insurance. Sales Representative, before engaging in his duties under this Agreement, shall first cause to be issued to him liability insurance on his automobile that will afford absolute protection for Company against any loss or damage to life or property, that may be caused by any automobile accident in which Sales Representative is involved, such indemnity policy to insure Company for such time or times as Sales Representative's automobile may be used on the business of Company.XI. Vacation and Holidays. A.Sales Representative shall be entitled to the holidays schedule in effect for all employees of Company and shall further be entitled to three (3) weeks paid vacation per year. B. The time of any vacation taken by Sales Representative must be approved in advance by Company through its duly authorized officer.XII. Return of Equipment on Termination. On termination of this Agreement by either party, all sales manuals, price lists, customer account lists, and copies of invoices and mailing lists shall be promptly returned to Company by Sales Representative.XIII.Customers of Company. A. At no time during the term of this Agreement or for a period of (Number) years immediately following the termination of Sales Representative's employment, regardless of who initiated such termination, will Sales Representative for himself or on behalf of any other person, firm, partnership, corporation, or other entity, call upon any customer of Company for the purpose of soliciting, selling, or both, to any other customers any product or service similar to products and services offered by Company.B. In addition to the proscriptions of the immediately preceding subparagraph, Sales Representative will not in any way directly or indirectly, for himself or on behalf of, or in Agreement with Sales Representative Page 4 of 5conjunction with, any other person, firm, partnership, corporation, or other entity, solicit, divert, or take away any such customers of Company during the term of this Employment Agreement or for years immediately following the termination of this (Number) Agreement. XIV.Covenant Not to Compete in Sales. Sales Representative shall not, during the term of this Agreement, or for years immediately following the termination of this (Number) Agreement, regardless of who initiated the termination, for himself, or in behalf of any other person, firm, partnership, corporation, or other entity, engage in the sale of products or services similar to that of Company within the Territory; nor will Sales Representative directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, firm, partnership, corporation, or other entity, disclose to any person, firm, corporation, or other entity any of the secrets, methods, or systems used by Company in and about its business.XV. 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. XVI. 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.XVII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . (Name of State) XVIII.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.XIX. 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. XX.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. Agreement with Sales Representative Page 5 of 5XXI. 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.XXII.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.XXIII.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.XXIV. Gender. Words used herein regardless of the gender specifically used, shall be deemed and construed to any other gender, masculine, feminine or neuter, as the context requires. WITNESS our signatures as of the day and date first above stated. (Name of Company) By: By: (Signature of Employee) (Signature of Officer) (Printed Name of Employee) (Printed Name & Office in Corporation)