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Employment Agreement for District Sales Manager

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Employment Agreement for District Sales Manager Powered By Docstoc
					This is an agreement between an employer and an employee outlining terms of
employment for a district sales manager. This agreement includes terms for the
employment period, compensation, and scope of duties such as responsibility for
overseeing the sales operations of multiple locations within the district manger's
territory. The agreement also contains a noncompetition clause whereby the employee
agrees not engage in or be employed in a competing company within a specified
distance for a set amount of time. This employment agreement should be retained by
the human resources department and kept in the employee's personnel file.
                       Employment Agreement with District Sales Manager

        Employment Agreement made (date), between (Name of Company), a corporation
organized and existing under the laws of (state), with its principal office located at (street
address, city, state, zip code), referred to herein as Company, and (Name of District Sales
Manager) of (street address, city, state, zip code), referred to herein as Manager.

         Whereas, Company desires to retain Manager as its District Sales Manager in the
territory described below; and

        Whereas, Manager desires to act as such District Sales Manager;

      Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:

1.      Employment and Duties
        A.       Company hereby employs Manager to serve as its District Sales Manager in the
        territory described in this Agreement and to perform such other duties as may be
        determined from time to time by its General District Sales Manager. All additional duties
        assigned to Manager's position will be secondary to his basic duties of overall
        supervision in the management of Company's district sales in the territory described in
        this Agreement. Manager will be reimbursed for any additional duties assigned to him on
        a fair and equitable basis as agreed upon at the time of the assignment of the additional
        duties.

        B.      Manager accepts such appointment and agrees to observe all terms and
        conditions of this Agreement.

2.       Description of Territory. The territory in which Manager will have responsibility under
and pursuant to this Agreement will include the following geographical areas: (describe
territory).

3.      Compensation
        Company agrees to pay Manager for (his/her) services as follows:
        A.     A commission equal to ____% of the net sales on merchandise sold by Company
        and shipped to the territory described in Section 2. All commissions will be computed
        and paid on a semi-monthly basis, computed on shipped and billed totals for the
        appropriate periods. Any merchandise not paid for by a customer will be charged back to
        the Manager on the same basis as the commission was originally paid.

        B.     In the event of the termination of this Employment Agreement by Manager, for
        any cause, he shall have vested rights in all commissions earned through and including
        the date of such termination.

        C.     In the event of the termination of this Employment Agreement by Company,
        without suitable cause, Manager shall have a vested right in all commissions earned for
        a (number)-day period after such termination unless a fair and equitable settlement is
        made between Company and Manager.




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        D.       Company shall have the right to charge back to Manager's commission account
        and to require payment of: (1) a pro rata amount of any commissions already credited or
        paid to Manager, if any allowable deductions are made by a customer when remitting, or
        if a final settlement is made with a customer other than on a full payment basis; (2) all
        authorized charges to Manager's account; (3) any other sums that may be owing to
        Company during the period that Manager represents Company, and until price books,
        sales catalogs, order books, and other selling equipment furnished by Company have
        been returned to Company after termination of the Agreement. Company shall have the
        right to retain in its possession $___________ of the commissions owing to Manager for
        the purpose of repaying to Company any amount that may at that time or in the future be
        owing to Company by Manager under this Agreement and to guarantee the return of the
        above-mentioned items to Company. Company shall deduct from such commission for
        payment of social security taxes.

4.      Duties of Manager
        A.     Manager shall use his best efforts and entire time during usual business hours to
        promote and solicit the sale of Company's products actively and diligently in the above-
        described territory and no other.

        B.      Manager shall make no allowance or adjustments in accounts, or authorize the
        return of any merchandise, unless given specific advance written authorization by
        Company, in individual cases to do so.

        C.     Manager shall hold and care for all merchandise delivered by Company on
        consignment as the sole exclusive property of Company. Manager shall not sell, or
        authorize the sale by any agent of such consigned merchandise at a price list in
        Company's invoice prices. Title to consigned merchandise, or to the proceeds of such
        merchandise shall always be vested in Company.

        D.     Manager shall maintain records of prospects and users of Company's products
        and sales personnel under his supervision and communicate complete information
        concerning such prospects and users to Company, at any time at its request.

        E.      Manager shall carry full liability insurance on any and all automobiles, trucks, and
        other transportation or conveying equipment employed by him under this Agreement,
        and indemnify and hold Company harmless from and against all responsibility arising
        from such liability insurance.

        F.      Manager shall return to Company within (number) days after the termination of
        this Agreement, in good condition, any and all price books, sales catalogs, order books,
        and other selling equipment furnished by Company.

        G.     Manager shall conduct himself and his business at all times so as to not detract
        from, or reflect adversely on the reputation of Company or its products; and, after the
        termination of this Agreement, not to defame or disparage Company's business, or
        products, or its officers, nor engage in any unfair trade practices toward Company.

        H.      Manager shall treat as confidential any information obtained by him concerning
        the customers or sales personnel of Company or its business, products, techniques,
        methods, systems, price books, plans, or policies; and will not during his employment, or
        at any time after such employment, disclose such information in whole or in part to any
        person, firm, corporation, or other entity for any reason or purpose whatsoever.


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5.      Obligations of Company
        A.      Company shall fill the orders for Company's products received from the territory
        described above to the best of Company's ability. All orders and contracts are subject to
        acceptance at the home office of Company by a duly-authorized person, and no order or
        contract shall be binding until so accepted. Company reserves the right to reject any
        order, and Manager shall not be entitled to any commission on any such rejected order.

        B.     Company shall furnish Manager with price books, sales catalogs, order books,
        and other selling equipment to aid him in promoting Company's products and in
        supervising agents assigned by Company to the above-described territory, subject to
        Manager's obligation to return these items as provided elsewhere in this Agreement.

        C.       Company shall not sell its products in the territory described above to any
        representative other than those agents assigned by Company to Manager's territory. A
        sale by Company in Manager's territory, except by those agents assigned by Company
        to that territory, shall be deemed a violation of this covenant; however, Company will pay
        to Manager the _______ % commission on all of such sales.

        D.       Company shall refer to Manager or to the appropriate agent all orders or inquiries
        for its products received from Manager's territory.

        E.     Company shall permit Manager during the term of this Agreement to
        describe himself as a (Name of Company) Products District Sales Manager, but
        Manager shall use such trade name only in connection with the sale of products shipped
        by Company under this Agreement; and on termination of this Agreement for any reason
        whatsoever, Manager shall immediately cease to use such name and eliminate it
        wherever it has been used or incorporated.

6.      Noncompetition. Manager agrees that during the term of this Agreement and for a
        period of (number) years following the termination of this Agreement for just cause, he
        will not, directly or indirectly, either as an individual or on his own account, or as a
        partner, employee, agent, manager, regional district sales manager, district sales
        manager, or salesperson of or for any person, firm, association, corporation, or other
        entity, or as an officer, director, or shareholder of a closely held corporation, as defined
        below, engage in any or all of the following activities within the territory designated in
        Section 2 of this Agreement and within the distance of (number) miles from the nearest
        point to the outer boundary of such territory:

        A.       Enter into or engage in any business that competes with Company's business.
        Company is primarily engaged in the business of (describe business). Solicitation or
        acceptance of orders outside the restricted territory for shipment to, or delivery in, any
        other restricted territory shall constitute "engaging in business" in the restricted territory
        in violation of this covenant.

        B. Solicit customers, business, patronage, or orders for or sell any parts and products in
        the above-defined territory for himself or for any person, firm, association, corporation, or
        other entity engaged in a business that competes with Company's business as defined in
        Paragraph A, above, or supervise sales agents or representatives engaged in such
        sales activities.

        C.       Enter into or engage in any discussion or negotiation, or assist in such actions to


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        encourage employees, agents, managers, regional district sales managers, or district
        sales managers of Company to disassociate their relationship with Company in order to
        engage in any business that competes with Company's business.

        D.     Promote or assist, financially or otherwise, any person, firm, association,
        corporation, or other entity engaged in a business that competes with Company's
        business as defined in Paragraph A, above.

       This covenant on the part of Manager is of the essence of this Agreement; it shall be
construed as independent of any other provision of this Agreement, and the existence of any
claim or cause of action of Manager against Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by Company of this covenant.

7.      Termination. This Agreement shall continue in effect until terminated as provided
        below.
        A.      Either party shall have the right, at any time, to cancel and terminate this
        Agreement by giving at least (number) days' written notice to the other party, and the
        giving of notice provided for under this or the next paragraph shall operate as a
        cancellation of all orders of Manager, whether received prior to or subsequent to such
        notice, but shall not release Manager from payment of any sum that may be then owing
        to Company, or from accounting for any merchandise that Manager may then hold as
        consignee of Company.

        B.      On any termination of this Agreement by either party, Company shall repurchase
        all products sold by it to and then owed and in the possession of Manager at the time
        when such termination takes effect, at Company's net prices to Manager then in effect,
        less the cost of reconditioning and repairing any such products as may be used or
        damaged, and less depreciation and obsolescence, if any.

8.      Warranties
        A.     Company makes no warranty with respect to any product sold by it unless
        otherwise specifically agreed in writing.

        B.     Manager has no authority to assume or create any obligation whatsoever,
        express or implied, on behalf of or in the name of Company, or to bind Company in any
        manner whatsoever.

9.      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.

10.    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.

11.   Governing Law. This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of (name of state).



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12.     Notices. Unless provided herein to the contrary, 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.

13.     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.

14.      Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the
contrary, 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.

15.     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.

16.     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.

17.     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.

18.    Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute but one and
the same instrument.

19.    Compliance with Laws. In performing under this Agreement, all applicable
governmental laws, regulations, orders, and other rules of duly-constituted authority will be
followed and complied with in all respects by both parties.

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

                                                            (Name of Company)




_______________________________                             By:_________________________
(Signature of District Sales Manager)                          (Signature of Officer)
(Printed Name of Manager)                                      (Printed Name & Office in Company




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DOCUMENT INFO
Description: This is an agreement between an employer and an employee outlining terms of employment for a district sales manager. This agreement includes terms for the employment period, compensation, and scope of duties such as responsibility for overseeing the sales operations of multiple locations within the district manger's territory. The agreement also contains a noncompetition clause whereby the employee agrees not engage in or be employed in a competing company within a specified distance for a set amount of time. This employment agreement should be retained by the human resources department and kept in the employee's personnel file.