Sales Quota Agreement

Sales Quota Agreement

Parties and Contact Information

Company (Seller):

Reseller (Buyer):

Recitals and Effective Date

This Sales Quota Agreement (the Agreement) is entered into by and between the parties named above. The parties agree that the Effective Date of this Agreement is and shall govern the allocation of sales quotas, commission entitlements, reporting obligations and related terms described herein.

Definitions

For purposes of this Agreement: "Quota" means the minimum number of units or dollar sales the Reseller is contractually required to achieve in a specified period. "Product" means any goods listed in the Product Schedule below. "Commission" means amounts payable by Seller to Reseller as compensation for qualifying sales under the Commission Schedule.

Product and Quota Schedule

The parties agree the following products and per-period quotas apply. Quotas are measured against shipped and accepted product as defined in this Agreement.

Quota Measurement & Reporting

Quotas are measured on a basis, calculated from Seller's shipped and accepted invoices to end customers attributable to Reseller. Reseller shall submit sales reports within calendar days after each reporting period using Seller's prescribed reporting form.

Compensation and Commission

Seller agrees to pay commissions to Reseller according to the Commission Schedule below for Qualifying Sales. Commissions are earned only on product shipped, invoiced and paid for by end customers and not subject to subsequent chargebacks, returns or credits.

Payment Terms

Commissions are payable within days after Seller receives clear payment from the end customer and after Seller's validation of the reported sale. Accepted payment methods: . Late payments shall bear interest at or the maximum permitted by law.

Delivery, Risk of Loss, Warranty and Returns

Delivery terms shall be FCA Seller's facility unless otherwise agreed in writing. Risk of loss passes to buyer upon delivery to carrier. Seller warrants products to be free from defects in material and workmanship for a period of months from shipment. Warranty coverage is limited to repair or replacement at Seller's option and excludes damage from misuse, modification or unauthorized repair.

Returns shall be authorized in writing. Products returned without prior authorization may be refused. Reseller is responsible for return shipping unless otherwise agreed. Credits are subject to inspection and may be reduced for restocking and other charges.

Expenses

Unless expressly agreed in writing, Reseller shall bear all expenses related to its sales activities, including travel, marketing and promotional expenses. Any expense reimbursement requires prior written approval by Seller.

Termination and Effect of Termination

The initial term shall be months from the Effective Date and shall renew automatically for successive periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term. Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Upon termination, Reseller's right to commissions shall be limited to commissions earned on Qualifying Sales prior to the effective date of termination, subject to adjustments for returns, chargebacks or credits.

Confidentiality

Each party shall maintain in confidence and shall not disclose the other party's Confidential Information except as necessary to perform obligations under this Agreement. Confidential Information includes pricing, commission schedules, customer lists and non-public business information. The obligation of confidentiality survives termination for three (3) years or as otherwise required by applicable law.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct in performing this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Compliance with Law and Export Controls

Each party shall comply with applicable laws, export control regulations and sanctions. Reseller shall not market or resell products to embargoed countries or sanctioned entities and shall obtain any required licenses or authorizations.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith and to submit unresolved disputes to binding arbitration in the county where the Seller's principal place of business is located, unless otherwise mutually agreed in writing.

Miscellaneous

This Agreement, including any Product and Commission Schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior agreements and understandings. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force.

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