Sales Account Executive Agreement

SALES ACCOUNT EXECUTIVE AGREEMENT

This Sales Account Executive Agreement (the Agreement) is entered into as of by and between:

Company Name: Company Address:

Sales Account Executive: Executive Address:

RECITALS

WHEREAS, Company develops and markets products and services for which Company desires to engage a sales representative to solicit customers and close sales in the territory described below; and

WHEREAS, Sales Account Executive possesses the experience, expertise and contacts necessary to solicit and secure business for Company and is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

ENGAGEMENT STATUS

The parties acknowledge and agree that the Sales Account Executive will perform services as:

Employee Independent Contractor

COMPENSATION AND PAYMENT TERMS

Base Salary (if applicable): $ per

Commission Structure: Executive will earn commissions as follows: Commission Rate: on Net Revenue from closed and collected sales. Commissions are earned when Company receives cleared funds and the sale is not subject to return or credit.

Expense Reimbursement: Company will reimburse pre-approved, reasonable travel and business expenses upon submission of itemized receipts in accordance with Company policy. Reimbursement must be requested within days of incurrence.

Late Payments and Collections: If payments owed to Executive under this Agreement are not paid when due, Company shall pay a late fee of on overdue amounts, plus any reasonable collection costs incurred by Executive in collecting overdue amounts.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Company may terminate immediately for materially breach, violation of Company policy, fraud, or unlawful conduct. Upon termination, Executive shall be entitled to unpaid earned commissions for sales closed and paid prior to the effective date of termination, subject to the commission schedule and clawback provisions set forth herein.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by Company to Executive, including customer lists, pricing, product roadmaps, proposals, trade secrets and business strategies.

Obligation: Executive shall hold all Confidential Information in strict confidence, shall not use it for any purpose other than performing under this Agreement, and shall not disclose it to any third party without Company's prior written consent. Executive shall take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: The obligations set forth herein do not apply to Confidential Information that (i) is or becomes public through no fault of Executive, (ii) was rightfully in Executive's possession prior to disclosure, or (iii) is required to be disclosed by law or valid legal process, provided Executive gives prompt written notice to Company and cooperates with Company to seek protective measures.

Equitable Relief: Executive acknowledges that monetary damages may be inadequate to remedy a breach of this Section and that Company shall be entitled to injunctive relief in addition to any other remedies available at law or equity.

NON-SOLICITATION

During the Term and for a period of months following termination, Executive shall not directly solicit Company's employees or customers for the purpose of providing competing products or services. This restriction applies only to customers with whom Executive had material contact on behalf of Company during the last months of the Term.

INDEMNIFICATION AND INSURANCE

Executive shall indemnify, defend and hold Company harmless from and against any claims, losses or liabilities arising from Executive's gross negligence, willful misconduct or breach of this Agreement. If Executive is an independent contractor, Executive shall maintain appropriate insurance coverage as required by Company.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed under the laws of the State of without regard to its conflicts of law rules. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county of Company's principal place of business, or by such other forum as the parties may agree in writing.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any schedules or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement. Assignment: Executive shall not assign this Agreement without Company's prior written consent.

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