Agreement with Sales Representative by pellcity27

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									                              Agreement with Sales Representative

         Agreement made on the (date), between (Name of Sales Representative) of (street
address, city, county, state, zip code), referred to herein as 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.

        Whereas, Company has offered to appoint Representative as an authorized sales
representative of (Name of Company) in accordance with the terms and conditions set forth in
this Agreement and for the term provided in this Agreement; and

        Whereas, Representative has expressed his willingness to become an authorized sales
representative of (Name of Company) in accordance with the terms and conditions set forth in
this Agreement.

       Now, therefore, for and in consideration of the mutual covenants contained in this
agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.       Appointment
         Company appoints Representative as an exclusive authorized Sales Representative of
(Name of Company) for the period and in accordance with the terms and conditions as provided
in this Agreement.

2.       Products
         The products for which Representative is appointed exclusive sales representative are
limited to those products set forth in Exhibit A to this Agreement, which Exhibit is incorporated
into this Agreement and made a part of it by this reference, and which products are referred to
in this Agreement as the Products.

3.      Territory
        The territory in which Representative is appointed exclusive authorized sales
Representative for the Products shall be limited to that geographical area, or areas, defined and
described as follows: (description of geographical area). Such geographical area or areas are
referred to in this Agreement as the Territory.

4.      Services
        During the term of this Agreement, Representative agrees that he will actively promote
the sale of Products throughout the Territory and to this end will:

        A.     Promote the sale of the Products through a sales program including personal and
        mail solicitation of customers and prospective customers;

        B.    Regularly report to Company the status of sales and sales potential of the
        Products within the Territory;

        C.      Provide prompt and continuing after sale service and customer liaison; and

        D.       Assure that sales aids such as brochures, drawings, product specifications, sales
        literature, and other information as may be furnished to Representative by Company
        from time to time, and which is defined by Company as being for the express purpose of
       promoting sales, are distributed to customers and prospective customers on a timely
       basis throughout the Territory.

5.       Confidentiality
         Information furnished by Company to Representative with respect to the Products and
their application, installation, and repair that is designated by Company as confidential or
proprietary shall be held by Representative in confidence and used only for the purposes set
forth in this Agreement during the term of this Agreement. All such confidential and proprietary
information, including all copies of such information, and any other information not specifically
designated by Company for release to the public that may come into the possession of
Representative during the term of this Agreement, including all copies of such information, shall
be delivered to Company when requested to do so by Company without making or retaining
copies or excerpts of such information.

6.    Training
      Representative agrees to be available at reasonable times and places for training on the
Products and their application. Such training shall be provided by Company to the extent
necessary to help Representative to fulfill his obligations under this Agreement.

7.      Compensation
        The sole compensation to be paid by Company to Representative under this Agreement
shall consist of a commission on sales of the Products within the Territory, such commission to
be computed based upon the net invoice price of such sale of Products within the Territory. Net
invoice price is defined as that price actually invoiced to and paid by the customer, less any
sales, use or excise taxes, delivery charges or costs, and any discount as may be common in
the trade. Commissions due and payable shall be determined as provided below in this
Agreement.

       A.      Standard Company Products. Commissions payable with respect to any
       invoice for the sale of Products within the Territory shall be determined in accordance
       with the following schedule for sales at published list prices and as provided below for
       sales at other than published list prices:

               1.      Sales at List Price. A commission equal to (percentage)% of the net
               invoice price of Products sold within the Territory.

               2.     Sales at Other Than List Price. Commissions, if any, on the sale of
               Products under negotiated Agreements or at other than list price shall be as
               negotiated between Company and Representative.

               3.      Lease/Rental Agreements. Commissions, if any, on the lease or rental
               of Products within the Territory shall be as negotiated between Company and
               Representative. Any commission paid to Representative upon the lease or rental
               of any product shall be refunded to Company by Representative when any such
               lease or rental results in the sale of the product involved, and commission on the
               sale of any such product shall then be computed and paid upon the net invoice
               price actually paid by the customer.

               4.      Original Sale Territory. No commissions will be due or payable on the
               sale of spare Products or spare parts for Products within the Territory where the
               original sale of Products that such sales support occurred outside the Territory. If,
               however, Company in its sole discretion determines that Representative has
                been instrumental in securing such sale of spare Products, then a commission
                for such sales shall be calculated and paid as provided in this Agreement.
                Company's decision as to whether or not Representative is instrumental in such
                sales shall be final.

        B.       Nonstandard Company Products. Sales of nonstandard Company Products
        within the Territory shall not normally be subject to payment of commission. Where
        Company and Representative have agreed in advance of any such sale that such sale
        shall be commissionable, then the commission rate shall be as negotiated between
        Company and Representative. For purposes of this Agreement, nonstandard Company
        Products are defined as any product requiring formal program proposal and coordination
        efforts, nonrecurring engineering design effort, qualification testing, special testing to
        other than normal requirements, or any other effort that results in delivery of a product
        that has been modified in any manner whatsoever.

        C.       Allocation of Commissions. Whenever the sale of Products within the Territory
        has required the supporting efforts of other authorized sales Representatives outside the
        Territory, or whenever any such sale requires the continuing service and support of other
        authorized sales Representatives outside the Territory, or whenever one authorized
        sales Representative succeeds another and is required to provide continuing service
        and support for any such sale, then Company may in such manner as it shall determine
        in its sole discretion, allocate commissions otherwise due Representative among one or
        more other contributing authorized sales Representatives. Company's decision with
        regard to the allocation of commissions shall be final.

        D.      Payment of Commission. Commissions shall be due and payable only upon
        sales for which full and complete payment has been received from the customer.
        Company will issue commission payments and/or commission statements to
        Representative on a (e.g. quarterly or monthly) basis. Should any product be returned to
        Company for credit, or should any sale of Products become subject to any reduction in
        price, rebate, or allowance of any kind whatsoever, then Company may debit
        Representative's account or charge back to Representative an amount proportionate to
        such reduction in price, rebate, or allowance against commissions previously paid or
        otherwise due. Whenever such adjustment in commissions paid results in a charge back
        to Representative, then Representative shall promptly remit to Company an amount
        equal to such charge back.

8.      Representative’s Expenses
        Representative agrees that he will be responsible for all costs and expenses that he
incurs in fulfilling his obligations under this Agreement, including, but not limited to, all salaries,
costs, and expenses of Representative and any employees he may employ.

9.    Consignment of Products
      Company may from time to time provide Representative with Products for demonstration
purposes in support of Representative's sales activities. Such Products shall be provided in
accordance with terms and conditions as provided below:

        A.    Consignment Purchase Order. Upon Agreement between Company and
        Representative that consignment of Products is desirable and necessary,
        Representative will issue a consignment purchase order that sets forth the following:

                1.      Model number and description of the Product to be consigned;
              2.      Sales price of the Product to be consigned;

              3.      The period for which the Product will be consigned; and

              4.      Shipping instructions.

       B.       Title. Legal title to Products consigned to Representative shall at all times, prior
       to payment in full for the Products, remain in Company. Upon payment by
       Representative or Representative's customer for Products consigned to Representative,
       title shall pass from Company to Representative or Representative's customer as
       appropriate. Representative shall not obliterate or remove any tags identifying consigned
       Products as the property of Company.

       C.      Responsibility for Consigned Products. Products consigned to Representative
       shall be the sole responsibility of Representative until returned to and received by
       Company. Representative shall bear all risk of loss and/or damage for consigned
       Products while in his possession and shall promptly advise Company of any loss or
       damage suffered from any cause whatsoever.

              1.      If any consigned Product is irretr
								
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