Fill and Sign the Sell Exclusive Form

Employment of Sales Representative as Independent Contractor to Sell Wholesale Beauty Supplies in E xclusive Territory Employment Agreement made on the ________________ (date) , between _________________________ (Name of Sales Representative) of _____________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Sales Representative , and _____________________________ (Name of Company) , a corporation organized and existing under the laws of the state of ___________________, with its principal office located at ______________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Company . 1. Employment of Sales Representative A. Company agrees to employ Sales Representative and Sales Representative agrees to work for Company as Sales Representative , effective as of _______________ (date) , and continuing until employment is terminated as provided below in this Agreement . B. Sales Representative shall represent Company , working in accordance with policies, procedures and directions from Company . C. Independent Contractor Status Sales Representative is an independent contractor and is not an employee, servant, partner or joint venturer of Company . Company shall determine the services to be provided by Sales Representative , but Sales Representative shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Company is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Sales Representative is not entitled to receive the benefits which employees of Company are entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Company . 2. Territory The territory as used in this Agreement , shall consist of (description of territory) ____________________________________________________________________________ ____________________________________________________________________________. A. Sales Representative shall solicit within the territory accounts and prospects not assigned to other representatives or reserved by Company . Company reserves the right to employ other representatives to solicit in the territory. In case of any bona fide dispute between representatives in connection with any sale, commission, or the division of sale or commission, the decision of Company in such matter shall be final. B. Upon an authorized sale by Sales Representative accepted by Company , or upon a written assignment by Company , an account shall be deemed exclusively assigned to Sales Representative . Only Sales Representative can make an authorized sale to an account than has been so exclusively assigned to Sales Representative . Any assignment to Sales Representative of an account not located in the territory is subject to revocation by Company in its discretion. C. If Sales Representative does not make a sale to an assigned account for _______ (number) months, the exclusive privilege that Sales Representative had in connection with such account shall terminate. D. If Sales Representative for ______ ( number) days or more should fail to call on assigned accounts because of sickness or accident, Company may send a temporary sales representative to call on such accounts. The commission on sales to accounts on which the temporary sales representative has called may be awarded to the temporary sales representative. 3. Commissions and Charges A. Sales Representative shall be furnished a price book entitled _______________ (name of price book) , setting forth the various articles of merchandise offered by Company , together with the wholesale selling prices of the merchandise he is to sell. B. Sales Representative shall receive from Company a commission of ______% of the wholesale price for all merchandise sold by him. Said commission shall be paid on or before (e.g., 15 th ) ______ day of the month following the sale. The amount allowed as reimbursement for on the job expenses incurred shall be $____________ per week, which amount may be changed by Company from time to time. Sales Representative shall not be required to render to Company any expense reports. Sales Representative shall be responsible for maintaining adequate daily records of expenses actually incurred for use in justifying income tax deductions. C. Sales Representative shall not be entitled to a commission for a sale until the merchandise is shipped and an invoice mailed to the customer, which invoice is then due and payable. Where Sales Representative gives a future dating approved by Company , commission will be credited to Sales Representative on the date of the future dating. D. Company will, from time to time, establish the minimum order that it desires Sales Representative to submit. If an order below the specified minimum is submitted by Sales Representative , and is accepted by Company , shipment shall be for Sales Representative 's accommodation, and no commission shall be paid on account of such order. 4. Orders and Accounts A. All orders are taken subject to acceptance by Company . B. Orders shall be signed by the customer or a duly-authorized agent of the customer. If the shipment of goods on an unsigned or improperly authorized order submitted by Sales Representative results in any loss due to the lack of proper authorization, Sales Representative shall be charged with the full loss said commission, plus transportation charges. C. Sales Representative may not authorize returns and adjustments unless first approved by Company . If any merchandise is returned, Sales Representative will be charged back with the commission and will bear transportation and storage charges paid by Company in connection with such return. If the return is due to the fault of Company and no replacement shipment is made, Sales Representative will be re-credited with amounts charged against him. D. If Sales Representative sells any merchandise for which the customer has not paid in full within ______ (number) days from date of shipment, regardless of dating given, or should Company consider an account of doubtful collectability, Sales Representative may be charged back with the commission for the sale of such merchandise. If Sales Representative sends in an order for a customer who owes Company a past-due amount, Company may ship such order and withhold commission until all past-due amounts have been paid. If Sales Representative sends in an order, the payment of which Company deems doubtful, Company may ship such order and withhold commission until such order has been paid in full. F. _______% of the expenses incurred by Company in collecting any account resulting from shipment of an order submitted by Sales Representative shall be charged to Sales Representative , provided the amount so charged may not exceed the commission on such order. 5. Accounts, Overdrafts, Emergency Fund, and Salary in Lieu of Commission A. A statement of Sales Representative 's account will be mailed to Sales Representative periodically. Sales Representative recognizes that an error may occur in Company 's commission computation or accounting and that any such error can be determined by his review of the statements, accompanying vouchers, and Sales Representative 's own records. If any error occurs, Sales Representative shall promptly notify Company in writing, and Company shall have reasonable opportunity to invest and correct such error. The statement made by Company and accepted without objection by Sales Representative shall be deemed an account stated between the parties as of the date of such statement. It shall be binding and conclusive between the parties _______ ( number) days after such date and subsequently shall not be subject to further accounting or review. B. While Company does not agree to allow any overdraft, Sales Representative is permitted to draw $_______________ as (e.g., weekly or monthly) _______________ pay against commission and allowance credits. If Sales Representative 's commissions and allowance credits do not entitle him to such (e.g., weekly or monthly) , ___________ Company reserves the right to reduce or discontinue it. C. For an initial period, not to exceed ______ (number) months from the date of original employment, Company may, in lieu of the commission compensation set forth in this Agreement , pay Sales Representative a (e.g., weekly or monthly) ______________ salary plus a portion of commissions depending upon Sales Representative 's performance as measured by Company 's program for new representatives then in effect. This program may be altered from time to time. At the expiration of such initial period or at the expiration of any consecutive _______ (number) -month period during which commission compensation, as provided above, would exceed the amount paid as provided in this Paragraph, such salary arrangement will terminate and subsequently Sales Representative 's compensation shall be in accordance with the provisions of the other paragraphs of this section. 6. Rebates Sales Representative will not offer or give any rebate or part of commission earned by Sales Representative to either a purchaser or buyer representing the purchaser, in any sale made or proposed to be made, of the products of Company . 7. Term The term of this Agreement shall be for one year beginning ________________ (commencement date) , and ending __________________ (termination date) ; but subsequently shall automatically continue from month to month unless either party gives written notice to the other party that it shall expire on that date. However, either party may terminate this Agreement at any time by written notice to the other party. 8. Termination A. If either party gives notice of the intent to terminate this Agreement , Company , at its election, may immediately terminate this Agreement , but Company shall credit Sales Representative 's commission account with compensation for the above-stated notice period based on Sales Representative 's net average weekly commissions during the _______ (number) -week period immediately preceding such notice of termination, or during the entire period of employment if such employment has been for less than _______ (number) weeks. B. Upon the termination of Sales Representative 's employment, Sales Representative shall immediately return to Company at its office located at the address set forth above, personally or by motor freight collect, all of Company 's merchandise, novelties, literature, route books, bulletin sets, labels, samples, consignment equipment, and supplies in his possession for use as a Sales Representative of Company , together with all customer records and other records relating to Company 's business and any and all other property belonging to Company . Until all of the above listed items are returned by Sales Representative , Company may withhold any sums due to Sales Representative under the provisions of this Agreement . 9. Covenants Concerning Competition A. Company is engaged in the business of wholesale beauty supply sales. Its products include, but are not limited to: (describe products) _____________________ ______________________________________________________________________ . B. Company will undertake to train and to continue to train Sales Representative and to impart to Sales Representative confidential information and knowledge about Company 's business policies, accounts, procedures, and methods. Company has established a valuable and extensive trade in its products and services, which business has been developed at a considerable expense to Company . The nature of the business is such that the relation of its customers with Company must be maintained through the close personal contact of its representatives. C. Sales Representative desires to enter into or continue in the employ of Company , and by virtue of such employment of Company , Sales Representative will become familiar with and possessed of the manner, methods, secrets, and confidential information pertaining to such business, and with names and lists of its customers and clientele. During his further employment, Sales Representative will continue to receive additional confidential information of the same kind. Through his representation of Company , Sales Representative will become personally acquainted with customers, their business requirements, and the amount paid by them for Company 's products and services. D. In consideration of the employment or continued employment of Sales Representative as provided in this Agreement , the training of Sales Representative by Company , and the disclosure by Company to Sales Representative of the knowledge and information described above, Company exacts and Sales Representative makes the covenants set forth below. Sales Representative understands and acknowledges that such covenants are required for the fair and reasonable protection of the business of Company carried on in the area to which the covenants are applicable and that without the limited restrictions on Sales Representative 's activities imposed by the covenants the business of the Company would suffer irreparable and immeasurable damage. The covenants on the part of Sales Representative shall be construed as an Agreement independent of any other provision of this Agreement , and the existence of any claim or course of action whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of such covenants. E. Sales Representative agrees that during the term of this Agreement and for a period of ______ (number) years immediately following the termination of his employment with Company , he will not, within the territory defined above, directly or indirectly, for himself or on behalf of others, as an individual on his own account, or as an employee, agent, or Sales Representative for any person, partnership, firm, corporation, or other entity: 1. Solicit orders for beauty supplies for distribution to institutional, industrial, commercial, and governmental consumers. 2. Contact, for the purpose of diverting any of the customers or accounts of the business of the Company as described in Paragraph A of this section. 3. Own, manage, control, operate, or participate in the ownership, management, or control, or engage as a Sales Representative or sales executive, of any business that engages in any phase of the business described in Paragraph A of this Section. F. Sales Representative agrees that during the term of this Agreement and for _______ (number) years afterward, he will not use, give or divulge to any person anywhere who is not then an authorized employee of Company , any trade secrets, lists of customers, price lists, or other specialized information or data learned, acquired, or coming to Sales Representative 's knowledge while employed by Company . 10. Inducing Employees of Company to Leave Company Any attempt on the part of Sales Representative to induce others to leave Company 's employ, or any effort by Sales Representative to interfere with Company 's relationship with other employees, would be harmful and damaging to Company . Representative agrees that during the term of this employment Agreement and for a period of ______ (number) years afterward, he will not in any way, directly or indirectly: A. Induce or attempt to induce any employee to quit employment with Company ; B. Interfere with or disrupt Company 's relationship with other employees; or C . Solicit, entice, take away, or employ any person employed by Company . 11. 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. 12. 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. 13. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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. __________________________ (Name of Company) ____________________________ By:_________________________ (P rinted name) _________________________ ____________________________ (P rinted name & Office in Corporation) (Signature of Sales Representative) __________________________ (Signature of Officer)