Selling Agency Agreement

SELLING AGENCY AGREEMENT

This Selling Agency Agreement (the "Agreement") is made and entered into as of the day of , , by and between Principal Name: , an entity organized as Entity Type: Individual Corporation LLC Other located at ; and Agent Name: , an entity organized as Entity Type: Individual Corporation LLC Other located at .

RECITALS

WHEREAS, Principal is engaged in the business of selling, distributing, or licensing the following goods or services: ; and

WHEREAS, Agent has expertise, contacts, and facilities for marketing and selling Principal's goods and services in the territory specified herein and is willing to act as selling agent on the terms set forth below; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the sale of Principal's goods and services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT; SCOPE

1.1 Appointment. Principal hereby appoints Agent as Principal's non-exclusive or exclusive selling agent (select one): Exclusive Non-exclusive for the sale of the products and services described above within the territory described in Section 2, subject to the terms of this Agreement.

1.2 Authority. Agent is authorized to solicit and procure orders for Principal's products and services on behalf of Principal, subject to limitations expressly set forth herein. Agent shall not, without Principal's prior written consent, bind Principal to any contract that would incur obligations outside ordinary course sales or extend credit in Principal's name beyond agreed credit terms.

2. TERM; TERRITORY

2.1 Term. The term of this Agreement shall commence on the effective date set forth above and shall continue for a period of unless earlier terminated in accordance with Section 13.

2.2 Territory. The territory in which Agent is authorized to act is: .

3. AGENT DUTIES

Agent shall: (a) use commercially reasonable efforts to promote and solicit orders for Principal's products; (b) timely transmit all orders to Principal in writing; (c) maintain accurate books and records of all sales, leads and contacts pertaining to Principal and permit Principal reasonable inspection; and (d) comply with all applicable laws and Principal's written policies provided to Agent.

4. COMMISSION; PAYMENT

4.1 Commission Rate. Principal shall pay Agent a commission equal to of the net sales price actually collected by Principal from customers procured by Agent, subject to deductions for returns, allowances, taxes, and freight.

4.2 Payment Terms. Commissions shall be calculated monthly and paid within after Principal's receipt of payment from the customer. No commission shall be due on orders that are canceled prior to shipment or on which Principal properly exercises a right of set-off.

5. PRINCIPAL OBLIGATIONS

Principal shall: (a) furnish Agent with product information, price lists, and sales materials necessary for the performance of Agent's duties; (b) accept or reject orders in accordance with Principal's standard policies; and (c) fulfill accepted orders in a commercially reasonable manner.

6. EXPENSES

Unless otherwise agreed in writing, Agent shall bear its own expenses incurred in performing its duties hereunder. Principal may, in its discretion, reimburse pre-approved out-of-pocket expenses upon submission of reasonable documentation.

7. CONFIDENTIALITY

Each party acknowledges that during the course of performance it may receive confidential information of the other party. Each party agrees to maintain confidentiality of such information and to use it solely for performance under this Agreement. The obligations of confidentiality shall survive termination for a period of .

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Principal further represents that the products sold do not infringe third-party intellectual property rights and comply with applicable safety standards.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

10. INSURANCE

Agent shall maintain insurance customary for its industry, including commercial general liability and, where applicable, professional liability or product liability coverage. Upon request, Agent shall provide certificates of insurance to Principal.

11. INDEPENDENT CONTRACTOR

Agent is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship except as expressly set forth in Section 1, or employer-employee relationship between the parties.

12. TERMINATION

12.1 Either party may terminate this Agreement for convenience upon prior written notice to the other party.

12.2 Either party may terminate immediately for material breach by the other party which is not cured within after written notice specifying the breach.

13. POST-TERMINATION; SURVIVAL

Upon termination, Agent shall cease representing itself as Agent of Principal and shall promptly return all confidential information and marketing materials. Rights and obligations that by their nature survive termination shall remain in effect, including Sections 4, 6, 7, 9, 11, 13, and 19.

14. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, Principal may assign to an affiliate or successor in connection with a merger, sale of substantially all assets, or other corporate reorganization.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth below (or to such other address as a party may designate by written notice):

16. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most nearly accomplishes the parties' intent.

20. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic copies of signatures shall be deemed originals for all purposes.

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