Sales Director Agreement

SALES DIRECTOR AGREEMENT

This Sales Director Agreement (the Agreement) is entered into effective as of by and between:

Company (Seller)

Sales Director (Buyer / Contractor)

Individual Corporation LLC / Partnership

Recitals

Company engages Sales Director to perform sales leadership, strategic client development, and related sales functions as set forth in this Agreement. Sales Director accepts such engagement on the terms and conditions stated below.

1. Appointment and Scope

1.1 Appointment: Company hereby appoints Sales Director to perform the duties described in this Agreement and Sales Director accepts such appointment as an independent contractor unless expressly indicated otherwise in writing.

1.2 Duties: Sales Director shall use commercially reasonable efforts to solicit sales, develop accounts, supervise assigned sales staff, prepare sales forecasts and reports, and otherwise perform business development activities reasonably requested by Company. Primary performance territory:

2. Term

The initial term shall commence on the Effective Date and continue for months, unless earlier terminated under Section 11. Thereafter this Agreement shall renew automatically for successive one-year periods unless either party provides written notice of non-renewal at least days prior to expiration.

3. Compensation and Payment

3.1 Components: Company shall pay Sales Director the compensation components set forth in the schedule below. Payments shall be subject to the definitions, conditions, clawbacks, and reporting requirements in this Agreement.

Compensation Schedule (Billing and Payment Items)

3.2 Payment Terms: Company shall pay undisputed amounts within days of receipt of a properly documented invoice. Accepted payment methods: check, ACH, wire transfer. Late payments shall incur interest at the rate of per month on unpaid balances.

3.3 Commission Payment Schedule and Conditions: Commissions are calculated on Net Sales defined as gross invoice value less returns, discounts, taxes, and freight. Commissions are payable following final payment by the customer and after allowances for returns during the month post-invoice. Company reserves the right to clawback commissions for returned or refunded sales and for uncollectible invoices.

4. Expense Reimbursement and Invoicing

4.1 Reimbursement: Company will reimburse reasonable, pre-approved business expenses upon presentation of itemized receipts and an expense report. Reimbursements are paid within the payment terms in Section 3.

4.2 Invoicing: Sales Director shall submit monthly invoices that identify the billing items set forth in the Compensation Schedule and include supporting sales reports. Invoices must be submitted to:

5. Delivery of Deliverables; Reporting

Sales Director shall deliver monthly sales reports, forecasts, and client account updates no later than the day of each month. Delivery medium: electronic or as otherwise agreed. Risk of loss or non-performance for services rests with Sales Director until accepted by Company in accordance with this Agreement.

6. Warranty; Standards of Performance

Sales Director warrants that services will be performed in a professional manner consistent with industry standards. Company’s sole and exclusive remedies for breach of this warranty are to require re-performance of nonconforming services or, if re-performance is not commercially practicable, a refund of fees attributable to the nonconforming services.

7. Returns, Refunds and Commission Clawback

All commissions paid on sales subsequently refunded, canceled, or credited to the customer will be recoverable by Company from future commission payments due to Sales Director. If insufficient future commissions exist, Sales Director shall reimburse Company within days of written demand.

8. Confidential Information and Intellectual Property

Sales Director shall maintain the confidentiality of Company’s proprietary information and shall not disclose or use such information except to perform services for Company. All materials, proposals, client lists, and work product developed under this Agreement shall be the exclusive property of Company and are assigned to Company.

9. Limitation of Liability and Indemnification

Except for breach of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, indirect, special, or punitive damages. Each party shall indemnify and hold the other harmless from third-party claims arising from its gross negligence or willful misconduct.

10. Non-Solicitation and Non-Competition

During the term of this Agreement and for months following termination, Sales Director shall not, within the territory, solicit Company’s customers or employees for substantially similar services. The parties agree that these restrictions are reasonable to protect legitimate business interests.

11. Termination

Either party may terminate this Agreement for convenience upon days written notice. Company may terminate for cause immediately upon written notice for material breach, gross negligence, or willful misconduct by Sales Director.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of without regard to conflict of laws principles. The parties shall attempt to resolve disputes in good faith. If not resolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the parties’ agreed-upon arbitration procedures.

13. Notices

14. Miscellaneous

14.1 Relationship of the Parties: The parties are independent contractors; nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship, except as expressly provided in writing.

14.2 Entire Agreement: This Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior proposals, agreements, and communications relating to the subject matter hereof. Amendments must be in writing and signed by authorized representatives of both parties.

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