Sales Representative Agreement

Agreement with Sales Representative to Sell Contracts for Cleaning Services

Agreement made on the (date), between of , referred to herein as Sales Representative or Representative, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Company.

Whereas, Company has offered to appoint Representative as an authorized sales representative of in accordance with the terms and conditions set forth in this Agreement and for the term provided in this Agreement; and

Whereas, Representative has expressed his willingness to become an authorized sales representative of in accordance with 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 receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Appointment

Company appoints Representative as an authorized Sales Representative of for the period and in accordance with the terms and conditions as provided in this Agreement.

2. Services

The services for which Representative is appointed exclusive sales representative are limited to those products set forth in Exhibit A to this Agreement, which Exhibit is incorporated into this Agreement and made a part of it by this reference, and which services are referred to in this Agreement as the Services.

3. Territory

The territory in which Representative is appointed as an authorized sales Representative for the Services shall be limited to that geographical area, or areas, defined and described as follows:

Such geographical area or areas are referred to in this Agreement as the Territory.

4. Services

During the term of this Agreement, Representative agrees that he will actively promote the sale of Services throughout the Territory and to this end will:

A. Promote the sale of the Services through a sales program including personal and mail solicitation of customers and prospective customers;

B. Regularly report to Company the status of sales and sales potential of the Services within the Territory;

C. Provide prompt and continuing after sale service and customer liaison;

D. Assure that sales aids such as brochures, drawings, product specifications, sales literature, and other information as may be furnished to Representative by Company from time to time, and which is defined by Company as being for the express purpose of promoting sales, are distributed to customers and prospective customers on a timely basis throughout the Territory; and

E. Prepare cleaning estimates for potential customers.

5. Confidentiality

Information furnished by Company to Representative with respect to the Services and their application, installation, and repair that is designated by Company as confidential or proprietary shall be held by Representative in confidence and used only for the purposes set forth in this Agreement during the term of this Agreement. All such confidential and proprietary information, including all copies of such information, and any other information not specifically designated by Company for release to the public that may come into the possession of Representative during the term of this Agreement, including all copies of such information, shall be delivered to Company when requested to do so by Company without making or retaining copies or excerpts of such information.

6. Training

Representative agrees to be available at reasonable times and places for training on the Services and their application. Such training shall be provided by Company to the extent necessary to help Representative to fulfill his obligations under this Agreement.

7. Compensation

The compensation to be paid by Company to Representative under this Agreement shall consist of the following

A. A commission of on sales of the Services within the Territory, such commission to be computed based upon the net invoice price of such sale of Services within the Territory. Net invoice price is defined as that price actually invoiced to and paid by the customer, less any sales, use or excise taxes, and any discount as may be common in the trade. Commissions due and payable shall be determined as provided below in this Agreement.

B. An additional commission for every commercial building cleaning contract of one year or more. This additional commission shall be paid for one year from the date of the first payment made by said commercial customer.

C. Sales Representative’s performance and character shall be evaluated ninety days from the date of this Agreement and a raise in commission will be considered by Company.

D. Commissions shall be due and payable only upon sales for which full and complete payment has been received from the customer. Company will issue commission payments and/or commission statements to Representative on a basis. Should any cleaning contract sold by Sales Representative be cancelled for any reason, no further commissions regarding such contract shall be made after the commission is paid on the last payment made pursuant to such cleaning contract.

8. Representative’s Expenses

Representative will be reimbursed for all reasonable out-of-pocket costs and expenses that he incurs in fulfilling his obligations under this Agreement. What constitutes reasonable shall be in the Company’s sole discretion.

9. Indemnification

Sales Representative agrees to hold Company harmless and to indemnify Company from and against any and all liability that may occur as the result of Sales Representative's acts or omissions under this Agreement or otherwise.

10. Duration and Termination

A. This Agreement shall be effective for a period of one year from the effective date stated above, and shall automatically be renewed for similar -year periods unless at least days prior to the expiration of any such -year period either party has sent the other party notice of nonrenewal indicating that this Agreement will not be renewed at the end of the period, in which event it shall terminate at the end of such period.

B. In addition to the right to terminate this Agreement as set out above, this Agreement may be terminated by either party, for cause or without cause at any time, upon days' prior written notice.

C. For orders accepted by Company on or before the effective date of termination and which orders would otherwise be commissionable as provided in this Agreement, Company will pay to Representative the normal commission upon delivery and receipt of payment for such orders. In addition, and provided Representative has identified pending orders, in writing, Company may accept orders for Services from within the Territory for up to days after the effective date of termination and pay to Representative the normal commission on such orders when such orders result from Representative’s sales efforts prior to the effective date of termination of this Agreement.

11. Rights on Termination

Upon termination of this Agreement, all rights and obligations of the parties under this Agreement shall be extinguished except rights and obligations that shall have accrued prior to the effective date of termination and those surviving termination as otherwise provided in this Agreement.

12. No Liability on Termination

The right of termination of this Agreement pursuant to Section 10 of this Agreement is absolute and neither Company nor Representative shall incur any liability by reason of such termination, each of the parties mutually releasing the other from any claim of any nature (including, but not limited to, damages sustained on account of loss of prospective profits, or on investments, contracts, leases, or other commitments) resulting from or arising out of such termination, provided, however, that nothing in this section shall be construed as a release of any obligation that shall have accrued prior to the effective date of such termination and which is preserved pursuant to Section 10 of this Agreement.

13. Orders Subject to Acceptance

All sales contracts received by Company from Representative or from Representative's customers shall be subject to acceptance by Company under such terms and conditions as Company may deem necessary under the circumstances.

14. Compliance with Law

Representative agrees that he will not violate any applicable law or regulation of any country or political subdivision of a country in performing or purporting to perform any act arising out of or in connection with this Agreement. Pursuant to this paragraph, Representative agrees to maintain such records as required by the applicable laws and regulations and to provide all written assurances required by Company in connection with this paragraph.

15. Severability

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. No Waiver

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. Governing Law

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

18. Notices

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. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

20. Mandatory Arbitration

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.

21. Entire Agreement

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.

22. Modification of Agreement

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.

23. Assignment of Rights

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.

24. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

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

(Signature of Sales Representative) _________________________

(Signature of Officer)