Non-Exclusive Sales Representative Agreement

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Non-Exclusive Sales Representative Agreement Powered By Docstoc
					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”]

RECITALS
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
follows:

1.     DEFINITIONS:

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
       attached hereto.

       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
       legal entity.
         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
         Products.

         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.

3.       COMMISSION

         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
         information:
         _____________________________________________________________
         _____________________________________________________________
         _____________________

         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
                      Customer.

                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.

              vii.             ____________________________________________________________
         [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
         and Company.

         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.


9.       CONFIDENTIALITY
         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
         disclosure.

         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
         Agreement.

         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.


12.      TERMINATION
         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
         by Company.

         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
         expense.
         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
         HEREUNDER.


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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15. NON-SOLICITATION.
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.


16. INDEMNIFICATION.
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.


18.      MISCELLANEOUS
         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
         Representative.

         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
         notice):

         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
mailing.

         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
         effect.

         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
         this Agreement.
         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
         order.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives
to execute this Agreement, effective as of the Effective Date.

         (Company)                                               (Representative)



Signature                                                        Signature


Printed Name                                                     Printed Name


Title                                                            Title




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                                           SCHEDULE A
                                      PRODUCTS AND TERRITORY

Products

    1. ________________________________________________________

    2. ________________________________________________________

    3. ________________________________________________________


Territory

    1. ________________________________________________________




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                                                   SCHEDULE B

                                           RESERVED ACCOUNTS


    1. ________________________________________________________

    2. ________________________________________________________

    3. ________________________________________________________




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   18
                                                  SCHEDULE C

                                         COMMISSION SCHEDULE



    1. ________________________________________________________

    2. ________________________________________________________

    3. ________________________________________________________

    4. ________________________________________________________




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                                                  SCHEDULE D

                                              COMPANY MARKS




A.       Company Marks:




B.       Policy for Use of Company Marks:




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DOCUMENT INFO
Description: 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.