Independent Marketing Representative Agreement - DOC by pellcity27


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									                    Independent Marketing Representative Agreement

         This Independent Marketing Representative Agreement, hereinafter called the
Agreement, is entered into on this the (date) specified herein by and between (Name of
Company), a corporation organized and existing under the laws of the state of (name of state),
with its principal office located at (street address, city, state, zip code), referred to herein as the
Company and the undersigned (Name of Marketing Representative), hereinafter called
Marketing Representative.

I.      Appointment as Independent Marketing Representative:
        A.      (Name of Marketing Representative) is hereby appointed by the Company as an
        Independent Marketing Representative to personally solicit as an independent contractor
        on behalf of the Company orders for the Company’s Products, (hereinafter called the
        Products) from the Company’s customers, hereinafter called the Customers.. Marketing
        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
        Marketing Representative, but Marketing Representative shall determine the legal
        means by which he 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. Marketing Representative is not entitled to receive the benefits which
        employees of Company receive and is not 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. It is further understood that Marketing Representative is free to
        Agreement for similar services to be performed for other (type of entity) or organizations
        while under Agreement with Company.

        B.     Marketing Representative agrees to indemnify, defend and hold the Company
        harmless from and against any costs, expenses or levies incurred by, or assessed
        against, the Company as a result of the breach by Marketing Representative of this

II.   Responsibilities of Independent Marketing Representative: Marketing
Representative hereby agrees to:

        A.     Abide by all policies, guidelines, rules, rate books, regulations and instructions of
        the Company (as prescribed from time to time) with regard to the sale of the Products to
        the Customers with which the Marketing Representative deals.

        B.     Observe and comply with the insurance laws and regulations of the states where
        Marketing Representative does business or solicits applications for the Products.

        C.     Clearly explain the terms, conditions and provisions of all contracts and Products
        to Customers with which Marketing Representative deals and to not make untrue
        statements, interpretations, misrepresentations, or omit or evade material facts
        concerning the Products.

        D.      Use reasonable efforts to obtain a fidelity or surety bond and professional liability
        (errors and omissions) insurance policy for the protection of Marketing Representative
       with the Company named as an additional insured on any such bond or policy, if
       permitted by applicable law.

       E.      Indemnify, defend and hold the Company harmless from and against any costs,
       fees and expenses that the Company may incur for any administrative or legal action
       involving Marketing Representative to which the Company may be made a party or
       otherwise incur a cost or expense and the Company may, at its discretion, employ its
       own counsel in defense of such action.

       F.     Keep in strict secrecy and confidence any and all information to which he has
       access and which has not been publicly disclosed and is not a matter of common
       knowledge in the fields of work of the Company. Marketing Representative agrees that
       both during and after the term of this Agreement he will not, without the prior written
       consent of the Company, disclose any such confidential information to any third person,
       partnership, joint venture, company, corporation or other organization.

III.   Prohibitions. Marketing Representative agrees not to:

       A.     Make, alter or discharge any contract or Products of the Company;

       B.    Waive any forfeiture; quote rates other than as quoted by the Company or the

       C.     Provide outdated materials or rates to the Customers;

       D.     Extend time for payments in cash;

       E.      Withhold any monies or other property of the Customers or the Company or incur
       any indebtedness or liability on behalf of the Company unless specifically authorized in
       writing by the Company;

       F.      For a period of (number) years after termination of this Agreement, directly or
       indirectly solicit orders of any product similar to Products whether alone, as a partner, or
       as an officer, director, employee or shareholder of any corporation, or as a trustee,
       fiduciary or other representative of any other entity.

III.  Termination of Agreement. Company may terminate this Agreement immediately for
Cause. For purposes of this Agreement, “Cause” means:

       A.     Any act or omission of the Marketing Representative constituting misconduct or
       negligence, fraud, misappropriation, embezzlement, conflict of interest or competitive
       business activities, including but not limited to any arrest on criminal charges;

       B.      Any chemical dependence which materially adversely affects the performance of
       his duties and responsibilities to the Company;

       C.     Breach of the fiduciary obligations of Marketing Representative to the Company
       in a material respect;

       D.      Repeated failure of Marketing Representative to perform his duties after written
       notice of the alleged failure and a reasonable opportunity to cure;
       E.     Material breach of the Marketing Representative of Company's policies or any
       material provision of this Agreement;

       F.   Gross misconduct of Marketing Representative resulting in substantial loss to the
       Company or damage to the reputation of the Company; or

IV.    Termination for Death or Disability.

       A.      Termination for Death. In the event of the death of Marketing Representative
       this Agreement shall terminate and be of no further force or effect.

       B.     Termination for Disability. If, by reason of a physical or mental illness
       continuing for a period of (number) consecutive calendar days, or for shorter periods
       aggregating (number) days during any 12-month period, Marketing Representative has
       been substantially unable to render services of the character contemplated by this
       Agreement, then Company may, on (number) days prior written notice to Marketing
       Representative, terminate this Agreement. The advice of a reputable physician mutually
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