Sales Agency Agreement

Nonexclusive Sales Agency Agreement

Sales Agency Agreement made the day of , 20 ,

between , a corporation organized and existing under

the laws of , with its principal office located at

, referred to herein the Company, and

, a corporation organized and existing under the laws

of , with its principal office located at

, referred to herein as the Sales Representative.

Whereas, Company is engaged in marketing , hereinafter referred to as the Products; and

Whereas, the business of the Company in marketing said Products is hereinafter referred to as the Business;

Whereas, Company desires to retain Sales Representative as its sales representative to market and sell the Products, and Sales Representative wishes to accept such appointment 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 parties agree as follows:

1. Appointment and Territory. Company engages and appoints Sales Representative as the Company's nonexclusive sales representative for the solicitation and acceptance of orders for any and all of the Products in , hereinafter called the Territory, and Sales Representative accepts such appointment.

2. Orders and Sales.

A. Unless otherwise specifically agreed, Sales Representative agrees that all orders solicited and taken by it shall be made in conjunction and with the approval of the Company and at standard prices specified by the Company for the Products from time to time during the Term of this Agreement as hereinafter described. Decisions regarding a customer's credit shall be made by the Company.

B. Sales Representative shall identify its prospects and opportunities, in writing, and the Company shall accept the prospect as being subsequently assigned to Sales Representative. All prospects, opportunities and customers assigned to Sales Representative are listed in Exhibit A, attached to this Agreement, which shall be updated by Sales Representative from time to time and at least quarterly.

C. Company shall use commercially reasonable efforts to assure that prompt shipment and installation shall be made on all orders received from Sales Representative and to treat orders secured by Sales Representative with at least the same priority concerning shipments as any other customer of the Company.

D. During the Term of this Agreement, the Company shall license Sales Representative to use, on a nonexclusive basis, all trademarks, trade names and identifying slogans relating to the Company and the Business in connection with the performance of Sales Representative's obligations under Agreement.

3. Term. The term of this Agreement, hereafter called the Term, shall commence as of the Date hereof and shall continue until , unless sooner terminated as described below.

4. Additional Duties of Sales Representative.

A. Sales Representative will use commercially reasonable efforts to market and sell the Products.

B. Sales Representative shall comply with all federal, state and local laws and regulations in performing its obligations under this Agreement.

C. Sales Representative shall bear all of its out-of-pocket expenses incurred in connection with the performance of its obligations under this Agreement.

5. Additional Duties of the Company.

A. Company shall use commercially reasonable efforts to conduct the Business and accept and fulfill orders of the Products in a high quality and professional manner.

B. Company shall comply with all federal, state and local laws and regulations in performing its obligations under this Agreement.

C. Company shall provide Sales Representative, in sufficient quantities and without charge, sales and marketing and technical materials for the Products.

6. Indemnification. Each Party indemnifies and holds harmless the other Party and their shareholders, directors, members, managers, officers, employees, attorneys and Representatives from and against all claims, losses and expenses, including reasonable attorneys' fees and costs, arising from a breach by the Party of their representations, warranties and covenants in this Agreement.

7. Compensation.

A. Company shall pay Sales Representative a commission of % of the net profits of Products sold by the Company pursuant to this Agreement (a Commission). Net profits are defined as total revenue received by the Company less all direct costs incurred by the Company. A Commission shall accrue upon receipt by the Company of the customer's payment for the Products. The Company is entitled to a credit for any gross sales amounts refunded to customers for returns or similar events in accordance with the Company's policies in effect from time to time during the Term.

B. Company shall have the right to compensate Sales Representative in cash or unrestricted stock, at the sole and absolute discretion of the Company, but at no time shall the Company pay less than % of the Commissions due in cash.

8. Manner of Payment.

A. On or before the day of each calendar month, the Company shall pay to Sales Representative the Commissions due on gross sales for the prior calendar month by wire transfer to a bank account designated by Sales Representative in writing to the Company.

B. Each payment of a Commission by the Company to Sales Representative shall be accompanied by a detailed report showing the calculation of such payment.

C. All Commissions under this Agreement not paid within business days of the due date shall bear a late fee of % of the unpaid amount per month accruing from the due date.

D. Company shall keep and maintain complete and accurate books of account and records in connection with its obligations under this Agreement at its principal place of business during the Term and for years after the Term, unless a legal action with respect to such obligations is commenced during such period, in which case the obligation to retain such book and records shall continue during the prosecution of such action.

9. Audit Rights. During the Term and for years after the Term, Sales Representative may audit the financial books, information systems and records of the Company as reasonably necessary to verify the Company's compliance with its obligations under the Agreement; provided, however, that:

A. Such audit should be at the sole cost and expense of Sales Representative unless such audit reveals that compensation due to Sales Representative for any calendar month audited was understated, in which case the Company shall pay Sales Representative the unpaid compensation, together with interest from the date originally due at % per annum, and shall reimburse Sales Representative for its out-of-pocket costs of such audit;

B. Sales Representative may not audit the Company more than times per year;

C. Any such audit should be conducted only during regular business hours and in such a manner as not unreasonably to interfere with normal business activities of the Company; and

D. Sales Representative's audit rights with the respect to each calendar year during the Term shall expire years after the end of such calendar year.

10. Termination. Either Party may terminate this Agreement immediately for cause. For purposes of this Section 10, the Agreement shall be considered terminated for cause only on the occurrence of one or more of the following events

A. By the Company, if Sales Representative discloses Confidential Information in violation of Section 11; or

B. By either Party, if the other Party becomes bankrupt or insolvent.

11. Representations and Warranties. Each Party represents and warrants to the other that:

A. It has not entered into any other contract or obligation that will interfere with the Party's ability to perform its obligations under this Agreement;

B. It has all right, title and interest in and to its or their assets necessary to perform this Agreement, and all licenses, permits and governmental authorizations necessary to perform its obligations under this Agreement; and

C. It has not assigned, delegated, sold, pledged, or otherwise transferred any intellectual property rights or other ownership rights to its properties in a manner that interferes with such Party's obligations, representations, warranties or covenants under this Agreement and will not do so while this Agreement is in effect.

12. Confidential Information. Each Party acknowledges and agrees that during the course of the performance of their respective obligations under this Agreement, it may disclose Confidential Information (as defined below) to the other Party. Each Party agrees that it shall protect the confidentiality of the Confidential Information using no less than the same degree of care that each Party uses to protect its own Confidential Information, but in no case less than reasonable care. If a Party is the recipient of any subpoena, litigation discovery request, or other legal demand for disclosure of Confidential Information, the Party shall promptly notify the other Party of the receipt of such a demand as soon as possible so as to afford the other Party the opportunity to attempt to quash any such demand, or seek an appropriate order from a court of competent jurisdiction. As used in this Agreement Confidential Information shall mean all nonpublic information designated in writing by a Party as such.

13. Specific Performance and Survival. In the event of breach or a threatened breach of Section 12, a Party shall be entitled, in addition to any other relief or remedy available at law, to seek injunctive or declaratory relief without the necessity of proving irreparable harm or posting a bond. The provisions of Section 12 and this Section 13 shall survive the Term.

14. Independent Contractor. The Parties agree that Sales Representative is an independent contractor and that nothing in this Agreement shall constitute a partnership or joint venture between the Company and Sales Representative.

15. 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.

16. 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.

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

18. 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.

19. 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.

20. 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.

21. 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.

22. Company and Agent both acknowledge that all information and materials furnished from the Company concerning this Agreement and the performance of it is confidential and may not be used for any purpose other than in connection with this Agreement.

23. 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.

24. 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.

WITNESS our signatures as of the day and date first above stated.