Independent Sales Representative Agreement

INDEPENDENT SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT made this day of , 20 , by

, a corporation with a place of business at (hereinafter ""),

And

, with a place of business at (hereinafter "Representative").

WHEREAS, is the manufacturer and developer of certain computer software products and computer systems; and

WHEREAS, Representative desires to act as non-exclusive sales representative to sell 's products, and desires to appoint Representative as its sales representative pursuant to the terms and conditions contained herein;

NOW THEREFORE, in consideration of the mutual promises contained herein, it is agreed as follows:

1. Definitions

As used in this Agreement:

a) "Agreement" means this Agreement including all the Schedules attached hereto;

b) " Products" means the software and products described in “Schedule A” annexed hereto, and shall include any Enhancements which has announced or may announce during the term of this Agreement;

c) "Territory" means the geographical areas described in “Schedule B” annexed hereto;

d) "Customer" means any end-user of Products;

e) "Documentation" means the standard materials which has published or may publish, during the term of this Agreement, for Customer's use with the Products, including any user manuals or technical manuals for the Product;

f) "Effective Data" means the date upon which this Agreement is executed by the last party to sign;

g) "Enhancements" means all improvements, changes, revisions, modifications, replacements and updates relating to Products and Documentation.

2. Appointment as Independent Sales Representative

hereby designates and appoints Representative as its non-exclusive selling representative in the Territory to actively promote and solicit orders for Products or any components thereof for the term of this Agreement.

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3. Term of Agreement

This Agreement shall commence on the Effective Date and it shall terminate one (1) year from the Effective Date, unless terminated earlier by the parties pursuant to the terms and conditions contained herein. This Agreement may be renewed for additional one (1) year terms by upon the request of Representative.

4. Obligations of Representative and

4.1 Obligations of Representative

a) Representative shall use its best efforts to market and promote the sale of Products throughout the Territory;

b) Representative shall perform the services hereunder in a professional manner and by qualified personnel.

c) Representative and its employees shall not have any authority to and shall not make any representation or warranty on behalf of other than the warranties contained in 's standard license agreement for the Products.

d) Representative shall be responsible for prompt return to of any and all Products, Documentation or related materials delivered pursuant to this Agreement;

e) Representative shall complete activity and forecast reports in the form and manner required by and shall attend periodic sales meetings at locations and times designated by .

4.2 Obligations of

a) shall inform and instruct Representative as to Products, and provide guidance, as deems necessary;

b) shall supply the necessary Products, Documentation, price lists, brochures and other publications required;

c) shall provide Representative with the necessary pre-sale technical support.

5. License

5.1 Display License

hereby grants and Representative hereby accepts a nonexclusive right and license within the Territory to display the Products and Documentation to potential Customers.

5.2 Promotional Materials License

hereby grants and Representative hereby accepts a nonexclusive, royalty-free right and license within the Territory during the term of this Agreement to reproduce or copy sales promotional literature for the Products.

5.3 General License Provisions

a) Products, Documentation, promotional and related materials, and any copies thereof, shall in all cases remain the property of .

b) Prior to any disclosure of substantial functional documentation, Representative shall obtain from the consent to do so and shall receive from such Customer a written Confidentiality Agreement.

c) Representative shall not make or permit its agents or employees to make any copies of the Products, Documentation or confidential proprietary material without prior written consent.

d) Representative understands and acknowledges that Products consist of object code only and shall not create or attempt to create source code.

5.4 Confidentiality

Representative acknowledges that the Products and Documentation are the property of and constitute trade secrets.

6. Orders and Pricing

6.1 Customer Orders

Representative shall promptly transmit all customer orders for Products and Documentation in its Territory to .

6.2 Pricing and Terms

shall establish the prices and terms for the Products and Documentation sold by Representative at its sole discretion.

7. Expenses

Unless otherwise agreed to by in writing, Representative shall be responsible for all costs and expenses.

8. Payments

Representative’s remuneration for performance hereunder is set forth in “Schedule C.”

9. Trademarks, Trade Names and Proprietary Rights

9.1 Rights of

Representative recognizes the exclusive right of in and to all trademarks applied to the Products.

9.2 Use by Representative

Representative agrees that it shall not use or designate trademarks except as they may be used for the benefit of .

9.3 Notice

Whenever Representative employs any trademark of , it shall place an asterisk and footnote reading "Trademark of ".

10. Warranties

Representative will not make any warranties with respect to the Products beyond those provided by .

11. Non-Competition

Representative agrees that because of the confidential and sensitive nature of the Products, it shall not engage in the following businesses:

1) ; 2) ; 3) ;

4) ; 5) .

12. Saving Provision

The parties agree that the non-compete covenants are fair and reasonable; if unenforceable, they shall be modified to the maximum extent enforceable.

13. Injunctive Relief

Disclosure of Confidential Information or breach of non-competition covenants may give rise to irreparable injury and injunctive relief.

14. ’s Clients

Representative shall not have any business dealings with any customer or client of .

15. Termination

15.1 Termination

This Agreement may be terminated by either party by giving the other party written notice of termination at least sixty (60) days prior to the end of the first year term of this Agreement.

In addition, shall have the right to terminate this Agreement for material breach or confidentiality breach.

15.2 Representative Territory Protection

During the term, Representative’s Territory, as set forth in “Schedule B”, shall belong to Representative so long as Representative performs to the minimum stated sales quotas in “Schedule D.”

15.3 Other Rights

Termination shall not affect confidentiality provisions or indemnities set forth herein.

16. Miscellaneous

16.1 Independent Contractor

The relationship between and Representative is that of independent contractors.

16.2 Notices

All notices shall be in writing and addressed to the parties at the respective addresses indicated above.

16.3 Governing Law

This Agreement shall be governed by the laws of the State of .

16.4 Assignment

Neither party may assign its rights except that may assign to a parent or subsidiary or purchaser of the business.

16.5 Entire Agreement

This Agreement contains the entire agreement between the parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.