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Agreement with an Individual Sales Representative for Referral of Business

Agreement made, effective as of the day of , 20, by and between, , a corporation organized and existing under the laws of the State of , with its principal office located at , referred to in this Agreement as “Company,” and, of , referred to in this Agreement as “Sales Representative.”

1. Appointment and Acceptance of Appointment

Company is engaged in the business of , and does hereby hire Sales Representative to refer to Company customers to purchase . Sales Representative accepts such employment and agrees to comply with the terms and to perform all conditions contained in this Agreement.

2. Sales Territory

Sales Representative shall have the right to refer to Company customers to purchase in the following territory:

This territory is not exclusive to Sales Representative, but shall become exclusive upon the referral of customers within a period of time.

3. Commissions

A. Unless specifically agreed otherwise, Company will pay Sales Representative commission, on all customers' orders referred to Company by Sales Representative, equal to % of all money received by Company on orders credited to Sales Representative.

B. Commissions shall be paid to Sales Representative on the day of each month following the month in which payment is received by Company.

C. Sales Representative will continue to receive said Commissions based on orders by customers referred to Company by Sales Representative as long as this Agreement is in effect.

D. If this Agreement is terminated, Sales Representative shall be entitled to the applicable commissions on all orders accepted by Company prior to the date of termination. Such commissions will not be paid until payment is received by Company.

E. Any change in the amount of commissions payable to Sales Representative under this Agreement shall not be made without prior knowledge and consent of Sales Representative.

4. Refunds and Returns

A. In the event that any customer does not pay any invoice due on its account to Company within months after the due date, Sales Representative shall, on demand by Company, refund all commissions paid on the unpaid balance of such account, provided, that if such unpaid balance is, at a later date, recovered by Company, in whole or in part, the commission so refunded by Sales Representative shall be repaid to Sales Representative in proportion to the extent of the balance recovered.

B. The provisions of this section shall survive any termination of this Agreement. Company shall send Sales Representative copies of all invoices covering sales of products on which Sales Representative is entitled to a commission.

5. Expenses

Sales Representative shall pay all of his own expenses in connection with this Agreement. The only obligation of Company is to pay the applicable commission specified in this Agreement.

6. Duration of this Agreement

A. This Agreement shall become effective on the date stated above, and shall remain in effect for a period of years unless terminated for breach or as provided in this Agreement.

B. This Agreement may be terminated by mutual agreement of Sales Representative and Company or by written notice of either of the parties to the other party of an intention to terminate the Agreement. Any such written notice shall serve automatically to terminate this Agreement days after the date such notice is sent to the other party via certified or registered mail.

7. Independent Contractor

Sales Representative agrees that he is not an employee of Company for any purpose whatsoever, including unemployment tax, social security contributions, income tax withholding or workers compensation, whether state or federal. Sales Representative agrees to pay and be solely responsible for all applicable taxes, both state and federal, in connection with amount paid by Company to Sales Representative. As an independent contractor Sales Representative is not eligible to participate in any of the Company’s fringe benefit programs.

8. Assignment

This Agreement is personal to the parties and may not be assigned by Sales Representative or Company.

9. Authority of Sales Representative

Sales Representative shall have no right or authority, either express or implied, to assume or create, on behalf of Company, any obligation or responsibility of whatsoever kind or nature.

10. Liability Insurance

As an express condition precedent to the employment of Sales Representative under this Agreement, Sales Representative agrees to procure and to maintain a public liability insurance policy with minimum limits of $ with a public liability insurance carrier licensed to do business in the State of , and acceptable to Company; proof of Sales Representative's procurement of such insurance shall be made to Company not later than days from the date of execution of this Agreement.

11. Indemnification

Sales Representative agrees to indemnify and hold harmless Company, its agents, and employees, from and against any and all claims, damages, losses, and expenses, including reasonable attorneys' fees arising out of performance of Sales Representative's obligations under this Agreement that are caused in whole or in part by Sales Representative's negligent act or omission.

12. 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.

13. 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 evidenced in writing signed by each party or an authorized representative of each party.

14. Governing Law

It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

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 thereafter 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. Effect of Partial Invalidity

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that 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 deletion of the invalid provision.

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.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and date first above mentioned.