VIEWS: 4,480 PAGES: 21 CATEGORY: Creating a Sales Agreement POSTED ON: 1/5/2010
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.
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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 10 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 11 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 12 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 13 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: ______________________ ______________________ ______________________ ______________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 14 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 15 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 16 SCHEDULE A PRODUCTS AND TERRITORY Products 1. ________________________________________________________ 2. ________________________________________________________ 3. ________________________________________________________ Territory 1. ________________________________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 17 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. ________________________________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 19 SCHEDULE D COMPANY MARKS A. Company Marks: B. Policy for Use of Company Marks: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 20
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