Sub Agency Agreement Template

SUB AGENCY AGREEMENT

This Sub Agency Agreement (the Agreement) is entered into as of by and between Principal Name: Principal Address: and Sub-Agent Name: Sub-Agent Address: (each a Party and together the Parties).

RECITALS

WHEREAS, Principal is duly authorized to engage in the business described in this Agreement and desires to retain Sub-Agent to perform certain services on Principal's behalf in accordance with the terms set forth herein;

WHEREAS, Sub-Agent represents that it has the experience, personnel and qualifications necessary to perform the services described in this Agreement and agrees to accept appointment as a non-exclusive sub-agent of Principal on the terms and conditions stated herein;

WHEREAS, the Parties wish to set forth the scope, compensation, confidentiality and other terms governing their relationship.

SCOPE OF WORK

Sub-Agent shall perform the duties described below on behalf of Principal and in accordance with reasonable industry standards. Sub-Agent shall act in good faith, exercise due care, and comply with all applicable laws and regulations in performing the services.

PAYMENT TERMS

Principal shall pay Sub-Agent for services performed as set forth below. All payments are subject to the conditions and offsets set forth in this Agreement.

If payment is not received by Principal within days after the due date, Principal may assess interest at a rate of per month on the unpaid balance, or a flat fee of whichever is greater, in addition to collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Term Start Date below and, unless earlier terminated in accordance with this Agreement, shall continue until the Term End Date below.

Term Start Date:    Term End Date:

CONFIDENTIALITY

Each Party (the Receiving Party) will keep confidential all non-public information disclosed by the other Party (the Disclosing Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information may not be used except to perform obligations under this Agreement and may not be disclosed to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality survive termination of this Agreement for years, except with respect to trade secrets which shall remain protected for as long as they constitute trade secrets under applicable law.

INDEMNIFICATION

Sub-Agent shall indemnify, defend and hold harmless Principal and its officers, directors and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Sub-Agent's breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable law in performing the services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Principal may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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