Sales Agent Agreement

SALES AGENT AGREEMENT

PARTIES AND CONTACT INFORMATION

Principal / Seller:

Agent:

RECITALS

This Sales Agent Agreement (the Agreement) is made effective as of between Principal and Agent identified above. Principal engages Agent to solicit orders for Principal's products and services on the terms set forth below, and Agent accepts such engagement.

APPOINTMENT; SCOPE

Appointment: Principal hereby appoints Agent, and Agent accepts appointment, as a sales agent to solicit orders for the products and product lines described in the Products and Services schedule below (the Products) within the territory described as: . This appointment is non-transferable except as provided in this Agreement.

Exclusive appointment for the Territory    Non-exclusive appointment

TERM AND TERMINATION

Term: The initial term begins on and continues for unless earlier terminated in accordance with this Agreement.

Termination: Either party may terminate this Agreement without cause upon days' prior written notice. Immediate termination is permitted for material breach, insolvency, willful misconduct, or failure to cure a breach within the time specified in a written notice.

AGENT DUTIES AND STANDARDS

Agent shall comply with all applicable laws and regulations, shall not make representations or warranties on behalf of Principal except as expressly authorized in writing, and shall promptly forward all orders and customer inquiries to Principal.

PRODUCTS AND COMMISSION SCHEDULE

The parties agree the following Products and commission rates apply to orders procured by Agent and accepted by Principal. Commission is earned on accepted orders as defined below.

COMMISSION PAYMENT; ACCOUNTING

Commission Basis: Commissions are computed on the net invoice price paid to Principal for accepted orders, excluding taxes, freight, duties, discounts, credits, returns and allowances. Commissions are earned when Principal receives full payment from the customer unless otherwise specified in the Product schedule.

EXPENSES AND REIMBURSEMENT

Reimbursement: Principal will reimburse pre-approved and documented reasonable expenses incurred by Agent in performing duties under this Agreement in accordance with Principal's written expense policy. Absent prior written authorization, Agent bears its own expenses.

CONFIDENTIAL INFORMATION

Agent shall keep confidential all non-public information obtained from Principal, including pricing, customer lists, product specifications, and strategic plans, and shall not use such information except to perform under this Agreement. This obligation survives termination for a period of years.

NON-SOLICITATION

During the Term and for thereafter, Agent will not directly solicit Principal's customers introduced by Agent for competing products. Reasonable geographic and customer limitations may be applied as set forth above.

INTELLECTUAL PROPERTY

All trademarks, trade names, copyrights, patents and other intellectual property rights in Principal's materials remain the exclusive property of Principal. Agent may use such materials solely to perform under this Agreement and must cease use upon termination.

WARRANTIES; LIMITATION OF LIABILITY

Principal warrants only that it has the right to sell the Products. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AGENT DURING THE PRECEDING 12 MONTHS.

INDEMNIFICATION

Each party shall indemnify, defend and hold the other harmless from claims, liabilities and expenses resulting from its breach of this Agreement, negligence or willful misconduct. Indemnified party shall provide prompt notice of claim and cooperate in defense.

ASSIGNMENT

Agent may not assign this Agreement or delegate performance without Principal's prior written consent. Principal may assign to an affiliate or in connection with a sale of substantially all of its business.

NOTICES

DISPUTE RESOLUTION; GOVERNING LAW

Governing Law: This Agreement shall be governed by the laws of the state of without regard to conflicts of law principles.

Dispute Resolution: The parties shall attempt to resolve disputes by good faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with agreed arbitration procedures, and judgment on the award may be entered in any court having jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including schedules and written attachments, constitutes the entire agreement between the parties and supersedes prior negotiations. Amendments or waivers must be in writing and signed by authorized representatives of both parties.

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