Sales Agency Agreement

Comprehensive Sales Agency Agreement with Exclusive Territory

Sales Agency Agreement made the day of of , 20 ,

between , a corporation organized and existing under the laws of , with its principal office located at ,

, referred to herein the Principal, and ,

of , referred to herein the Salesperson.

Whereas, the Principal is the owner and operator of a business known as ,

which is engaged in the business of ;

and

Whereas, the Principal desires to employ the Salesperson for, and the Salesperson is willing to act for the Principal in, selling , hereinafter called the Products;

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 of Sales Agent. Principal hereby appoints Salesperson as Principal's exclusive agent within the Territory described in this Agreement, on the terms and conditions set forth in this Agreement, for the solicitation and acceptance of orders for Principal's described products.

2. Exclusive Sales Territory. The exclusive sales territory (the Territory) referred to in this Agreement is described as follows:

3. Right of Salesperson to Solicit and Take Orders. Salesperson shall have the exclusive right to solicit and take orders in the Territory for the Product manufactured or distributed by Principal.

4. Prices and Terms of Orders; Confirmation.

A. Salesperson shall solicit and take orders, within the Territory, for such products at the prices specified by Principal from time to time in Principal's price lists or special quotations, and on the standard terms and conditions of quotation or sale specified by Principal.

B. All orders solicited and taken by Salesperson shall be subject to acceptance and confirmation in writing by an authorized representative of Principal. Decisions regarding a customer's credit, and all matters relating to billings and shipments to customers, shall be made only by Principal. Salesperson, on request, shall assist Principal in obtaining credit information relating to customers or prospective customers. All quotations for sales made by Salesperson to customers, or prospective customers, must be made expressly subject to the approval and confirmation of Principal. Quotations for sales are not final until such approval is given in writing by Principal if not otherwise provided.

5. Acceptance of Orders by Principle.

A. Principal reserves the right in its sole discretion to decline to accept any order solicited or taken by Salesperson and to discontinue sale of any item of Products or to allocate such Products during periods of shortages, without incurring any liability to Salesperson for the payment of commissions.

B. Principal may cancel any order, either in whole or in part, without liability to Salesperson, at any time after acceptance by Principal. Delivery dates by Principal shall be approximate only.

6. Commissions on Sales.

A. Unless specifically agreed otherwise, Principal will pay, and Salesperson shall be deemed to have earned, as commission on all uncancelled customer's orders received from Territory, amounts equal to the following percentages of the net selling price of products that are sold within the Territory by Salesperson:

B. The term net selling price is defined as the gross amount of invoices rendered to customers, less deductions for state, federal and local taxes, freight allowances, trade or cash discounts, returns, refunds and any and all costs incurred in the prosecution or defense of any claims or actions relating to the Products or their sale.

C. Unless otherwise specified, if any orders are solicited and taken by Principal directly from customers in the Territory, Salesperson shall be entitled to a commission on the sale in the same manner as if Salesperson had solicited and taken the order.

7. Tabulation of Commission Rates. Salesperson agrees that a commission shall not be credited to Salesperson's account on Principal's books until the purchaser has made settlement in full in cash or acceptable notes, in which case Principal may withhold payment of the commission, wholly or in part, until such notes are paid.

8. Time of Payment of Commission. All commissions due Salesperson shall be payable by Principal on or before the for billings and invoices made between and inclusive, of the preceding month.

Principal shall send Salesperson copies of all invoices covering sales of Products on which Salesperson is entitled to a commission.

9. Refunds and Returns. If a customer does not pay any invoice due on the customer's account to Principal within months after the due date, Salesperson, on demand by Principal, shall refund all commissions paid on the unpaid balance of the account. However, if the unpaid balance is subsequently recovered by Principal, in whole or in part, the commission refunded shall be repaid (without interest) to Salesperson in proportion to the extent of the balance recovered. The provisions of this Section shall survive any termination of this Agreement.

10. Sales Outside Territory. If Principal receives an order from Salesperson originating outside the Territory specified, by which order shipments of Products are made by Principal into such Territory, Principal shall have the sole right to determine whether, on any such order, any commission shall be due and payable to Salesperson and the amount of the commission. The decision of Principal in such cases shall be final and without recourse.

11. Devotion of Time and Skill.

A. Salesperson agrees to use his best efforts to promote the sale and use of, and to solicit and secure orders for, the Products of Principal within the Territory.

B. Salesperson shall respect Principal's policy as regards the sale of the Products of Principal. Salesperson shall be furnished with sales literature and technical data by Principal, in reasonable quantities and without charge.

C. The parties agree that Salesperson shall not become interested, directly or indirectly, in the sale of any product that would compete with the Products of Principal, included in this Agreement, or that would conflict with the best interests of Principal.

12. Expenses and Disbursements. Salesperson agrees to assume all expenses incurred and all disbursements made as sales representative of the Products of Principal within the Territory. Salesperson shall not incur any liability for such expenses and disbursements for the account of Principal, and shall indemnify Principal in relation to such expenses and disbursements.

13. Subagents. Salesperson shall be solely responsible for the hiring, compensation, termination and all other matters relating to any persons, firms, companies or corporations employed by Salesperson for any reason whatsoever, and shall indemnify Principal against any injuries, actions or proceedings, arising from the employment of such persons or business entities.

14. Authority and Limitations of Salesperson. Salesperson shall not have, or be represented as having, any authority to make contracts in the name of or binding on Principal, to pledge the credit of Principal or to extend credit in the name of Principal.

15. Property of Principal. Any property of Principal received by Salesperson under this Agreement shall be held for the account of Principal, and, on request, the property shall be returned to Principal in as good condition as when received by Salesperson, ordinary wear and tear excepted. All records or papers of any kind relating to Principal's business shall be the property of Principal, and shall be surrendered to Principal on demand.

16. Trade Secrets and Good Will. Salesperson shall not acquire any rights to or under any good will, trademark, copyright or other property of Principal. If, during the term of this Agreement, such rights become vested in Salesperson by operation of law or otherwise, Salesperson agrees that, on Principal's request, or on termination or expiration of this Agreement, Salesperson shall promptly assign any and all such rights, together with any appurtenant good will, to Principal. However, Salesperson shall not be required to assign to Principal any good will, trademark, copyright or other trade secret relating exclusively to products or material other than Principal's, or to Salesperson's business other than the business undertaken under this Agreement.

17. Indemnification. Salesperson agrees to indemnify Principal, and its agents and employees, against all claims, damages, losses and expenses, including reasonable attorney fees, arising out of performance of Salesperson's endeavors under this Agreement that are caused in whole or in part by Salesperson's negligent act or omission, or by the act of anyone employed by Salesperson for whose acts Salesperson may be liable.

18. Liability of Salesperson. As an express condition precedent to the appointment of Salesperson under this Agreement, Salesperson agrees to procure and maintain a public liability insurance policy with minimum limits of $ with a public liability insurance carrier licensed to do business in , and acceptable to Principal. Proof of Salesperson's procurement of insurance shall be made to Principal not later than .

19. Termination. This Agreement shall continue in effect until terminated by either party on days' written notice to the other party. In the event of insolvency or adjudication in bankruptcy, or on the filing of a petition for bankruptcy by either party, this Agreement may be terminated immediately at the option of either party on written notice to the other party. Termination shall be without prejudice to any rights and obligations of the parties that have vested prior to the effective date of termination. However, on termination, Principal shall pay Salesperson commissions only on orders received by Principal prior to the effective date of the termination and delivered to customers within days following the effective date of termination. The acceptance of such orders, and the liability of Principal for the payment of commissions, are to be subject to the terms and conditions previously provided.

20. 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.

21. 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.

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

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. Principal and Agent both acknowledge that all information and materials furnished from the Principal 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.

29. 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.

30. 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.