This is an agreement between a principal and an agent whereby the agent is appointed
as an independent contractor on a non-exclusive basis to sell the principal's products or
services in a defined territory. This agreement contains standard clauses as well as
customizable exhibits to ensure that the parties' understandings are properly set forth.
Customizable exhibits specify the products and territories, reserved accounts,
commission schedules, and company marks. This document should be used by small
businesses or other entities that want to hire independent contractors on a non-
exclusive basis to sell products or services on a commission basis.
SALES REPRESENTATIVE AGREEMENT
THIS SALES REPRESENTATIVE AGREEMENT (the “Agreement”), is made and entered
into this _____ day of _________, 20__ (“Effective Date”) by and between _________, a
_______ [Comment: insert state of incorporation] corporation, having its principal place of
business at ____________________________ (the “Company”), and _________________ a
___________ corporation, having its principal place of business at
________________________________________ (the “Representative”).
[Comment: if Representative is an individual and not a corporation, then follow the name
of the Representative with “an individual”]
WHEREAS, Company desires to appoint Representative as an independent sales representative
for Company’s products in accordance with the terms set forth herein; and
WHEREAS, Representative desires to accept such appointment on a non-exclusive basis for
generating leads and, and soliciting orders of Company products from customers in the territory
specified below in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth in this
Agreement, the sufficiency of which is hereby acknowledged, the parties hereby agree as
The below-listed terms shall be defined for purposes of this Agreement as follows:
A. The term "Product(s)" shall mean only the products of Company, which are set
forth in Schedule A attached hereto.
B. The term "Territory" shall mean the geographical area set forth in Schedule A
C. The term “Customer” shall mean a current or potential buyer or user of the
Company Products in the Territory.
D. The term "Sale" shall mean the actual shipment of a Product by Company to a
Customer, and the issuing of an invoice by Company to such Customer for payment for
such Product. The acceptance or booking of a purchase order by Company shall not
constitute a "Sale" hereunder. Royalty payments resulting from the licensing of
COMPANY technology or Product(s) to a Customer shall not be considered a “Sale”.
Buy-resell Customer transactions shall not be considered a “Sale”.
E. The term "Person" shall mean any individual, corporation, partnership or other
F. The term “Reserved Account” shall mean those accounts listed on Schedule B
attached hereto as augmented from time to time by Company pursuant to the provisions
of Section 3B below which are designated as accounts to be supported by Company
direct sales people.
2. APPOINTMENT AND AUTHORITY OF REPRESENTATIVE
A. Sales Representative Appointment. Subject to the terms and
conditions herein , Company hereby appoints Representative as Company’s
nonexclusive sales representative solely for the Products listed in Schedule
A attached hereto and only in the Territory set forth in Schedule A attached
hereto, and Representative hereby accepts such appointment.
Representative’s sole authority shall be to actively market, promote and
solicit orders for the Products in the Territory in accordance with the terms
of this Agreement. Unless otherwise consented in writing by Company,
Representative shall have no power or authority, express or implied: (i) to
make any commitment or incur any obligations on behalf of Company; or
(ii) to collect any monies or to give receipts on behalf of Company.
Company reserves the right, on prior written notice to the Representative to
add to or to delete Products set forth in Schedule A. Addition or deletion of
Products will become effective immediately upon notice to Representative
or upon inclusion or deletion in the official Company price list as described
in Schedule A attached hereto.
B. Exclusivity. Representative’s appointment shall not be exclusive.
Company reserves the right, from time to time during the Term (as herein
below defined) to add to or delete from the geographical area included in the
Territory. Addition or deletion of Territory will become effective with the
notice to Representative at that time. Company may, at its sole discretion,
appoint one or more additional sales representatives in the Territory and may
also assign some or all of the Customers to one or more of its sales
representatives in the Territory. Notwithstanding the foregoing, (i)
Company reserves the right to solicit orders directly from and sell directly to
the Customers within the Territory defined, (ii) Company may distribute
Products in the Territory through its authorized distributors as established by
Company from time to time, in its sole discretion, provided that
Representative shall receive a Commission on such sales pursuant to Section
3 below and Schedule C, and (iii) Company reserves the right under all
intellectual property rights to make, have made, develop, market, license,
sell and distribute products other than the Products in the Territory, either
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directly or indirectly, for any and all uses, and no right title or interest is
granted by Company to Representative relating to products other than the
C. Territorial Limitation. Representative shall neither advertise the
Products outside the Territory nor solicit orders from outside the Territory
without the prior written consent of Company. Representative shall
promptly submit to Company, for Company’s attention and handling, the
originals of all inquiries received by Representative from potential Customer
outside the Territory.
A. Sole Compensation. Representative’s sole compensation under the
terms of this Agreement will be a commission computed in accordance with
this Section 3 and Schedule C (“Commission Schedule”) attached hereto.
Commissions will be computed on Net Sales of the Product. Company does
not guarantee Representative any income, profits or success and
Representative certifies that no such representation has been made by
Company. For purposes of this Agreement, “Net Sales” shall mean (a) the
amounts actually received by Company from Customers, or (b) the amount
actually received by such authorized distributors for the Product in the case
of resales by authorized Company distributors (in such cases the
Commission shall apply to the distributor’s final cost of the Product only
and not to the original sale by Company to such authorized distributor), with
respect to Sales of Products solicited by Representative in the Territory,
which Sales were made pursuant to purchase orders accepted by Company
and for which Company has received payment from customer, less: (i)
freight, packaging, handling or other shipment expenses; (ii) sales, use,
value-added, excise and other taxes; (iii) C.O.D. charges; (iv) insurance; (v)
customs duties and other governmental charges; (vi) cash or trade discounts,;
(vii) Product returns or credits; (viii) bad debt; and (ix) other similar costs
and expenses incurred by Company.
B. Basis of Commission. The Commission will apply to all purchase
orders solicited by Representative from the Territory that have been
accepted by Company and for which payment has been received by
Company. No Commissions will be paid on (i) purchase orders solicited by
Company within the Territory from the Reserved Accounts listed in
Schedule B attached hereto, or (ii) purchase orders received from outside the
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Territory (even if Representative receives the initial inquiry from outside the
Territory) unless otherwise agreed in writing by Company.
C. Disputes. Company has final discretion to resolve disputes regarding
Commissions. All queries by Representative should be sent to Company,
within thirty (30) days from the date Company sends the Commission
payment to Representative, in a notice containing all of the following
D. Payment. Payment of Commissions shall be in U.S. Dollars and shall
be subject to all applicable governmental statutes, regulations and rulings,
including the withholding of any taxes required by law.
E. Payment Terms. The Commission on a given purchase order will be
due and payable net thirty (30) days after the end of the calendar quarter in
which Company receives payment from the Customer.
F. Commission Charge-Back. Company may, in its sole discretion, set
cash discounts, make such allowances and adjustments, accept such returns
from its Customer, and write off as bad debts such overdue customer
accounts. In each such case, Company may charge back to Representative’s
account any amounts previously paid or credited to it with respect to such
cash discounts, allowances, adjustments, returns or bad debts.
4. SALE OF THE PRODUCTS
A. Prices and Terms of Sale. Company shall provide Representative
with copies of its current price lists, its delivery schedules, and its standard
terms and conditions of sale. Representative shall quote to Customers only
those authorized prices, delivery schedules, and other terms and conditions
of sale. Company shall have the right to (i) change, abandon or add
Products, or (ii) alter the prices, delivery schedules, and terms and
conditions. Each purchase order will be governed by Company’s prices,
delivery schedules, and other terms and conditions of sale in effect at the
time the purchase order is accepted by Company, and all quotations by
Representative must contain a statement to that effect.
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B. Purchase Orders. All purchase orders for the Products shall be in
writing, and the originals shall be submitted to Company, or shall be
submitted via an electronic medium acceptable to Company.
C. Acceptance. All purchase orders obtained by Representative will be
subject to acceptance by Company at its principal office currently listed
above, and all quotations by Representative must contain a statement to that
effect. Representative will have no authority to make any acceptance or
delivery commitments to Customer. Company specifically reserves the right
to reject any purchase order or any part thereof for any reason.
D. Credit and Payment. Company shall have the sole right to approve or
refuse credit for all Customers in all cases. Company shall directly render
all invoices to the Customers. All Customer payments shall be made
directly to Company.
E. Collection._____________________ [Company/Representative] shall have full
responsibility of collection of payments from Customer.
5. DUCT WARRANTY AND PRODUCT AVAILABILITY
A. Product Warranty. Any warranty for the Products will run directly
from Company to the Customer. Representative will have no authority to
accept any returned Products.
B. No Other Warranties. In no event shall Representative make any
representation guarantee or warranty concerning the Products, except as
expressly authorized in writing by Company.
C. THE EXPRESS OBLIGATIONS MADE BY COMPANY IN THIS
AGREEMENT ARE IN LIEU OF AND TO THE EXCLUSION OF ANY
OTHER WARRANTY, CONDITION, TERM OR UNDERTAKING OF
ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
RELATING TO ANY ITEM SUPPLIED OR SERVICE PROVIDED
UNDER OR IN CONNECTION WITH THIS AGREEMENT AND
COMPANY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE WITH REGARD TO THE PRODUCTS AND
ANY PART THEREOF.
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6. OTHER REPRESENTATIVE OBLIGATIONS
A. Promotion of the Products. Representative shall, at its own expense,
use its best efforts to maximize the sale of the Products within the Territory
including, without limitation, the use of advertising and direct solicitation.
B. Services. Representative shall comply with all reasonable instructions
given by Company and shall provide the following services to all Company
Customers in the Territory:
i. Train Representative’s employees in the marketing, sale, and use of the Products; the
warranty policies of Company; applicable laws and regulations governing the Products and their
sale within the Territory; and any other information Representative deems appropriate to augment
sales of the Products in the Territory.
ii. Follow-up all advertising inquiries from, and Product sample distributions to, existing
and potential Customer within the Territory, and call on existing and potential Customer in the
Territory at reasonably frequent intervals.
iii. Make periodic demonstration calls and follow-up calls at reasonable intervals to explain
the operation and use of the Products to existing and potential Customer.
iv. Distribute current Product literature, catalogues, and other sales aids furnished by
Company to Representative, utilizing various means, including periodic mailings.
v. Maintain and periodically furnish to Company Customer and marketing data in order to
assist Company in the preparation of customer mailing lists and other sales and marketing efforts,
including without limitation the names, addresses, and contacts of existing and potential
vi. Investigate customer complaints and provide Company with reasonable assistance in
responding to any complaints or disputes arising in the Territory with respect to sales or servicing
of the Products.
[Comment: user should insert any additional provisions]
C. Facilities. Representative shall provide itself with, and be solely
responsible for, such facilities, employees, business organization, permits,
licenses, and other forms of clearance from governmental or regulatory
agencies as are necessary for the conduct of its business operations in
accordance with this Agreement.
D. Notice of Changes. Representative shall promptly notify Company
of: (i) any changes in Representative’s status, organization, personnel, and
similar matters; (ii) any material changes in the status of customers in the
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Territory; and (iii) any political, financial, legislative, or other events in the
Territory that could affect the mutual business interests of Representative
E. Books and Records. Representative shall maintain and make
available to Company accurate books, records, and accounts relating to the
business of Representative with respect to the Products. Representative shall
also maintain a record of any customer complaints regarding either the
Products or Company and immediately forward to Company the information
regarding those complaints.
F. Reports. Representative shall provide a report to Company every
__________ [two (2)] weeks in a format to be mutually agreed and
acceptable upon by the parties setting forth Representative’s sales activities
relating to the Products.
G. Sales Volume. Representative shall inform Company within a
reasonable period of time if Representative anticipates that the sales volume
of Products in the Territory will be significantly lower than the Product sales
volume Company could reasonably have expected based on prior Product
sales in the Territory.
H. Company’s Best Interests. Representative shall at all times during the
term of this Agreement: (i) represent Company in a professional manner, (ii)
look after Company’s best interests, (iii) not engage in any deceptive,
misleading, illegal or unethical practices that may be detrimental to
Company or the Products, and (iv) act dutifully and in good faith.
7. COMPANY RESPONSIBILITIES
A. Promotional Materials; Information. Company shall furnish
Representative with reasonable quantities of Product samples and any
materials and information Company deems necessary for proper promotions
and sales presentations of its Products in the Territory. Any materials which
are not used, or samples or other equipment provided to Representative by
Company hereunder shall be the property of Company, and shall be returned
immediately upon Company’s request.
B. Acceptance of Sales. Company shall notify Representative within a
reasonable time of Company’s acceptance or refusal of Product Sales
procured by Representative for Company.
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8. LIMITATION ON LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE TO REPRESENTATIVE OR ANY THIRD
PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR
ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES,
LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED, AND WHETHER
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY
OF LIABILITY REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES. IN NO EVENT
SHALL COMPANY’S AGGREGATE LIABILITY UNDER OR RELATED TO THIS
AGREEMENT EXCEED THE AGGREGATE AMOUNT OF COMMISSIONS ACTUALLY
PAID TO REPRESENTATIVE PURSUANT TO THIS AGREEMENT. THE FOREGOING
LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY HEREIN.
A. Definition. For purposes of this Agreement, the term “Confidential
Information” means any proprietary material or information of economic
value disclosed by either party (the “Disclosing Party”) to the other party
(the “Receiving Party”) either directly or indirectly, in writing, orally or by
inspection of tangible objects, including without limitation, material or
information relating to a party’s research, development, products, product
plans, services, Customer, customer lists, markets, software developments,
inventions, processes, formulas, technology, designs, drawings, marketing,
finances, or other business information or trade secrets, the receipt or
disclosure of which may make the Receiving Party profitable, and
competitive or the disclosure of which could be detrimental to the interests
of Disclosing Party.
B. Use. The Receiving Party shall not use the Disclosing Party’s Confidential
Information for any purpose other than in the performance of its obligations and
exercising of its rights under this Agreement and shall not disclose Confidential
Information to any third party. The Receiving Party shall use the same efforts to protect
the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its
own Confidential Information, but no less than reasonable efforts. Each party shall
promptly notify the other party of any actual or suspected misuse or unauthorized
disclosure of the other party’s Confidential Information. The Receiving Party should
disclose Confidential Information to its employees only on a ‘need to know’ basis if the
employees need the Confidential Information in order to fulfil their obligations in connection
with the performance of this Agreement.
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C. Exclusions. Confidential Information excludes information that: (i)
was in the public domain at the time it was disclosed or has become in the
public domain through no fault of the Receiving Party; (ii) was known to the
Receiving Party, without restriction, at the time of disclosure, as
demonstrated by documentation in existence at the time of disclosure; (iii)
becomes known to the Receiving Party, without restriction from a third party
not bound by an obligation of confidentiality, or (iv) was independently
developed by the Receiving Party without any use of the Confidential
Information of the Disclosing Party as demonstrated by documentation. The
Receiving Party also may disclose Confidential Information to the extent
disclosure is required by a law or by order or requirement of a court or other
governmental authority, provided that the Receiving Party gives the
Disclosing Party reasonable notice of the disclosure to enable the Disclosing
Party to seek a protective order or otherwise prevent or restrict such
D. Injunctive Relief. The parties acknowledge that either party’s breach
of Section 9B would cause the other party irreparable injury and damage for
which it would not have an adequate remedy at law. In the event of a
breach, the non-breaching party shall be entitled to injunctive relief in
addition to any other remedies it may have at law or in equity.
10. MARKS AND TRADENAMES
A. Marks. During the term of this Agreement, Representative has been
granted the non-exclusive right to use and display the Company Marks that
Company may adopt from time to time, to advertise and promote
Company’s Products. Company may substitute alternative marks for any or
all of the Company Marks; and provided that such use of Company Marks
complies with Company’s guidelines regarding the use of such Company
Marks, which guidelines are set forth in Schedule D attached to this
B. Restrictions on Use. Representative shall not alter or remove any
Company Marks affixed to the Products. Except as set forth in this Section
10, nothing contained in this Agreement shall deem to grant to
Representative any right, title or interest in or to any Company Marks.
Representative shall obtain no rights with respect to any Company Marks,
other than the right to solicit orders for and promote Products as set forth
herein. Representative irrevocably assigns to Company all such right, title
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and interest, if any, in any Company Marks. Representative shall not use
any Company Trademark or any similar mark in Representative’s name or in
any other manner use any Company Trademark to identify Representative’s
business. At no time during or after the term of this Agreement shall
Representative attempt to register any trademarks, marks or trade names
confusingly similar to those of Company.
C. Ownership. Company and its licensors shall have and retain all right,
title and interest in and to all patents, copyrights, trade names, trademarks,
trade secrets, moral rights and all other intellectual property in the Products
and all other intellectual property of Company. Except as expressly stated,
nothing in this Agreement shall be construed as a license, whether express or
implied of any Company intellectual property to Representative.
11. TERM OF AGREEMENT
Unless terminated by the parties pursuant to Section 1212 below, this Agreement shall
commence on the Effective Date and shall remain in full force and effect for an initial term of
__________________ [six (6)] months and shall automatically be extended for successive
________________ [one (1)] year periods unless either of the parties hereto gives the other
written notice not later than thirty (30) days before the expiration of the term indicating that
party’s intention not to extend this Agreement.
A. Termination for Convenience. Company may terminate this
Agreement for any or no reason upon __________________ [one (1)]
month prior written notice to the Representative.
B. Termination for Cause. If either party defaults in the performance of
any material provision of this Agreement, then the non-defaulting party may
give written notice to the defaulting party that if the default is not cured
within thirty (30) days from the date of such notice, the Agreement may be
terminated for cause.
13. EFFECT OF TERMINATION
A. Representative Activities. Upon expiration or termination of this
Agreement, Representative shall immediately cease representing itself as a
representative of Company, discontinue all use of Company’s Marks, service
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marks and marketing materials and take all other actions reasonably required
B. Return of Materials. Representative shall return all Company
Confidential Information and all demonstration units, literature, and sales
aids of every kind within ____________ [thirty (30)] days after the
termination of this Agreement, as Company may direct, at Representative’s
C. Representative Claims. Upon termination or expiration of this
Agreement, all claims of Representative against Company, including
without limitation those pertaining to the sales compensation hereunder, are
hereby waived unless made in writing to Company by Representative within
ninety (90) days of when such compensation would have been payable.
D. Rights of Company: Company shall have the right after the expiration or
termination of the Agreement to deal with, and solicit orders from any and all Persons,
including Customers who dealt with or placed orders through Representative, without any
liability of any kind to Representative.
E. No Liability. COMPANY SHALL NOT, BY REASON OF THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT, BE LIABLE
TO REPRESENTATIVE FOR COMPENSATION, INDEMNIFICATION,
REIMBURSEMENT OR DAMAGES ON ACCOUNT OF ANY LOSS OF
PROSPECTIVE PROFITS, ANTICIPATED SALES OR GOODWILL OR
ON ACCOUNT OF EXPENDITURES, INVESTMENTS OR
COMMITMENTS MADE IN CONNECTION WITH THIS AGREEMENT
OR THE ANTICIPATION OF EXTENDED PERFORMANCE
14. NON COMPETITION.
Representative shall not participate as a partner, employee, independent
contractor, either directly or indirectly, in any opportunity that is competitive
to Company’s Products and shall not market or promote, either directly or
indirectly, a product competitive to the Products during the term of this
Agreement and for one (1) year after thereafter. This ‘non-competition’
restriction shall also apply to Representative’s activity in the Territory.
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Representative agrees that during the term of this Agreement and for one (1)
year thereafter, Representative shall not directly or indirectly, on its own or
on the behalf of any other person or entity, solicit, contract with or hire or
attempt to solicit, contract or hires any sales agent, employee, customer,
supplier or vendor of Company or terminate or alter such person’s business
or contractual relationship with Company.
Representative shall indemnify, defend and hold harmless Company, its
subsidiaries, affiliates and each of their shareholders, officers, agents,
employees, contractors and directors from and against any claim, demand,
liability, loss, cost or expense, including but not limited to court costs or
attorneys fees, asserted against or suffered or incurred by any of them
directly or indirectly, arising out of or in any way related to or connected
with Representative’s (i) activities as a Representative, including without
limitation, any unauthorized representations made by Representative; (ii)
breach of the terms of this Agreement; or (iii) violation of or failure to
comply with any applicable federal, state or local law or regulation.
17. SURVIVAL OF CERTAIN TERMS
The provisions of Sections 2E, 5, 6E, 6J, 8, 9, 10, 11, 12, 13E, 14, 15, and 16 shall survive the
termination or expiration of this Agreement for any reason. All other rights and obligations of
the parties shall cease upon the effective termination date of this Agreement.
A. Governing Law Jurisdiction. The rights and obligations of the parties
under this Agreement shall be governed by and construed under the laws of
the State of ______, USA without reference to conflict of laws principles.
B. Arbitration. In the event that any dispute between the parties arising
from or concerning the subject matter of this Agreement cannot be resolved
through good faith negotiation, the parties will refer the dispute(s) to the
American Arbitration Association for resolution through binding arbitration
by a single arbitrator pursuant to the American Arbitration Association’s
rules applicable to commercial disputes. The arbitration will be held in the
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State of ____, USA. Each party shall bear its own costs and attorney’s fees
associated with such arbitration. This section shall not prevent either party
from obtaining temporary injunctive relief by a court of competent
jurisdiction pending resolution by the arbitrator.
C. Independent Contractors. The relationship of Company and
Representative established by this Agreement is that of independent
contractors, and nothing contained in this Agreement shall be construed to
give either party the power to direct or control the day-to-day activities of
the other. All financial and other obligations associated with
Representative’s business are the sole responsibility of Representative.
Neither Representative nor any individual whose compensation for services
is paid for by Representative, is in any way employed by Company, nor shall
any of them be deemed to be employed by Company for any purpose.
Representative accepts exclusive liability for any and all payroll taxes or
contributions according to the laws of the Territory with respect to sales
agents and/or other individuals whose compensation is paid by
D. Notices. All notices, consents and other communications hereunder
shall be provided in writing and shall be delivered personally, by registered
or certified mail (return receipt requested) or by facsimile or by confirmed
email to a valid email address of the recipient or similar method of
communication, to the parties at the following addresses (or such other
address as may have been furnished by or on behalf of such party by like
If to Company: ______________________
If to Representative: ______________________
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Communications sent by facsimile shall be deemed effectively
delivered upon dispatch. Communications sent by registered or certified
mail shall be deemed effectively delivered five (5) calendar days after
E. Force Majeure. Nonperformance of either party shall be excused to
the extent that performance is rendered impossible by strike, fire, flood,
delay in component supply, equipment failure, governmental acts, orders or
restrictions, or any other reason where failure to perform is beyond the
reasonable control and not caused by the negligence of the non-performing
party. The non-performing party must send a prompt written notice to the
other party of such happening.
F. Non-Assignability and Binding Effect. A mutually agreed
consideration for Company’s entering into this Agreement is the reputation,
business standing, and goodwill already honored and enjoyed by
Representative under its present ownership, and, accordingly, Representative
agrees that its rights and obligations under this Agreement may not be
transferred or assigned directly, indirectly or by a change in control without
Company’s prior written consent. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns.
G. Modification. No modification of, or amendment to, this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless
in writing signed by the party to be charged, and the waiver of any breach or
default shall not constitute a waiver of any other right hereunder or any
subsequent breach or default.
H. Severability. The invalidity or unenforceability of any provision of
this Agreement, or any terms thereof, shall not affect the validity of this
Agreement as a whole, which shall at all times remain in full force and
I. United States Export Controls. Representative shall comply with the
Export Administration Regulations and other United States laws and
regulations governing exports and reexports of the Products in effect from
time to time.
J. Counterparts. This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed an original.
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K. Government Approvals. Representative hereby represents and
warrants that no consent, approval or authorization, or designation,
declaration or filing with any governmental authority in the Territory is
required in connection with the valid execution, delivery and performance of
L. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties relating to the subject matter hereof and
merges all prior discussions between them. No modification of or
amendment to this Agreement, nor any waiver of any rights under this
Agreement shall be effective unless in writing signed by the party to be
charged. The parties agree that the terms and conditions of this Agreement
shall prevail, notwithstanding contrary or additional terms in any purchase
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives
to execute this Agreement, effective as of the Effective Date.
Printed Name Printed Name
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PRODUCTS AND TERRITORY
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A. Company Marks:
B. Policy for Use of Company Marks:
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