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Independent Sales Representative Contract

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Independent Sales Representative Contract Powered By Docstoc
					This agreement is between a company and an independent sales representative that
outlines the terms of engagement of the representative to solicit orders on behalf of the
company. This document in its draft form contains numerous of the standard clauses
commonly used in these types of agreements, as well as optional language allowing for
customization to ensure the specific terms of the parties' agreement are addressed.
Use this form if one is a company wishing to engage the services of an independent
sales representative to solicit orders for a company.
                      INDEPENDENT SALES REPRESENTATIVE
                               AGREEMENT

This Independent Sales Representative Agreement (hereinafter “the Agreement” is entered into
and effective as of [insert date] by and between by and between the following parties:

[Insert Name of Company] (hereinafter “Company”) with a principal business address of
_________________________; and

[Insert Name of Sales Representative] (hereinafter “Representative”) with a principal business
address of _______________________ _______ ____,collectively referred to as the “Parties”.

                                    RECITALS

A. Whereas, Company is engaged in the business of [describe the business i.e.
marketing/production/manufacturing, etc.] (hereinafter referred to as the “Product”) in the
United States.

B. Whereas, Company desires to obtain the services of Representative to promote and solicit
sales of the product, and Representative hereby desires to provide such services to the Company
in accordance with the terms, conditions and covenants set forth in this Agreement.

Now therefore, in consideration of the mutual covenants and undertakings as set forth herein and
for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Representative agree as follows:

I.            ENGAGEMENT AND ACCEPTANCE

Subject to the terms and conditions contained herein, the Company hereby appoints
Representative, and Representative hereby accepts such appointment, as its [non-exclusive /
exclusive] independent sales representatives to promote and solicit orders for the product.

II.           SERVICES

The Representative shall perform services, as described in Exhibit “A” (herein referred to as
“Services”)

III.          TERM AND TERMINATION

3.1    This Agreement shall commence on the Effective Date and continue for a period of one
(1) year and shall automatically extend for successive one (1) year periods, unless either party
gives written notice of non renewal to the other.

3.2   This Agreement may be terminated for convenience, by either party at any time, upon
_____________ (___) day’s written notice to the other party. If this Agreement is terminated for
convenience, Company shall pay the Representative any unpaid commission due under this
Agreement.

3.3    Company may terminate this Agreement for cause immediately upon notice to the
Representative, without any liability to Representative or any third party:

      A. If the Representative fails to perform or materially breaches any provision of this
         Agreement, and such failure continues uncured for a period of thirty (30) days after the
         date of notice to Representative from Company identifying the breach;
      B. If Company reasonably suspects fraud or material misrepresentation by Representative or
         any actual or potential third party customer;
      C. If any event of insolvency, bankruptcy, assignment for the benefit of creditors,
         appointment of a trustee or receiver with respect to Representative has occurred;
      D. If by any governmental prohibition or required alteration of the Company Services to be
         provided hereunder;
      E. If any violation of an applicable law, rule or regulation by Representative has occurred;
         or,
      F. If Representative is unable, by reason of illness or disability of any of its employees, to
         perform any of its responsibilities hereunder.

3.4     If this Agreement is terminated for cause, then Representative shall not receive any
further commission from the Company.

3.5    At the termination of this Agreement, Representative shall cease using any sales
materials and product samples in its possession or control and shall return all the property of the
Company, immediately upon our request.

IV.              TERRITORY

4.1    Representative shall have the exclusive right to solicit orders for the Product in the
geographic territory as mentioned in Exhibit "A" (hereinafter called "the Territory").
Representative shall not solicit orders for Company Products in any other geographic territory
outside the Territory. The Company shall have the right, at any time, in its sole discretion, to
modify or limit the scope of the Territory.

4.2     Representative acknowledges and agrees that it neither has, nor will acquire, any vested
or proprietary right or interest with respect to the Territory, any Company customers in the
Territory, or any Company customer lists. Representative further acknowledges and agrees that
any goodwill accruing in the Territory during the term of this Agreement with respect to the
Company or Company Products shall be considered the property of the Company rather than
Representative.

V.               INDEPENDENT CONTRACTOR

Representative is hereby appointed as an independent contractor and not as an employee of the
Company. As an independent contractor, Representative shall be solely responsible to pay all


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applicable taxes, including, but not limited to, social security, self-employment taxes and
disability insurance. Neither the Representative nor its employees shall be entitled to participate
in any Company plans, arrangements or distributions pertaining to any pension, stock, bonus,
profit sharing or similar benefits.

VI.            REPORTING

Representative shall report to an officer designated by the Company. Representative shall
provide a weekly written summary report to the Company on his or her progress on assignments.

VII.           INDEMNIFICATION

7.1     Company shall indemnify, hold harmless and, at no expense to Representative, defend
Representative and Representative’s affiliates (if any), and its and their respective directors,
officers, employees, and authorized agents and other representatives (each a “Representative
Indemnified Party”) from and against any and all third-party claims, demands, actions, suits,
proceedings, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs
and expenses (including attorneys’ fees and costs) (collectively, “Third-Party Claims”), arising
from, or related in any manner whatsoever to:
       i.      any actual or alleged breach of this Agreement, or violation of applicable law, by
               Company;
       ii.     any actual or alleged infringement or other violation of a third-party’s intellectual
               property rights by Company; or
       iii.    any material defect in the Product.

7.2     Representative shall indemnify, hold harmless and, at no expense to Company, defend
Company and its affiliates (if any), and its and their respective directors, officers, employees, and
authorized agents and other representatives (each a “Company Indemnified Party”) from and
against any and all third-party claims, demands, actions, suits, proceedings, damages, liabilities,
losses, fines, penalties, judgments, awards, settlements, costs and expenses (including attorneys’
fees and court) (collectively, “Third-Party Claims arising from, or related in any manner
whatsoever to:
        i.      any actual or alleged breach of this Agreement:
       ii.     any actual or alleged infringement or other violation of a third-party’s intellectual
               property rights by Representative.

7.3     The right of either party (“Indemnified Party”) to indemnification and/or a defense
(collectively, “Indemnity”) hereunder by the other Party (“Indemnifying Party”) shall be
conditioned on the following: [Tip: Docstoc has several resources available regarding detailed
Indemnification Agreements including plug-in provisions that can that can be used in conjunction
with this Agreement].
        i.     The Indemnified Party must give the Indemnifying Party prompt written notice of
               the Third-Party Claim, for which it is seeking Indemnity, although the
               Indemnified Party’s failure to provide such prompt notice will not relieve the
               Indemnifying Party of any obligation or liability under this Section except to the
               extent the Indemnifying Party has been materially prejudiced by such failure;



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        ii.    The Indemnifying Party shall have sole control of the defense and any settlement
               or other resolution of such Third-Party Claim with legal counsel of the
               Indemnifying Party’s choice, so long as the representation is zealous, legal
               counsel is reputable, there is no conflict of interest in representing the
               Indemnified Party, and the Indemnified Party is recognized as the client of legal
               counsel;
        iii.   The Indemnified Party shall at all times fully cooperate with, and at the
               Indemnifying Party’s expense, provide such assistance as reasonably requested by
               the Indemnifying Party, in connection with any investigation or defense of such
               Third-Party Claim; and
        iv.    The Indemnified Party shall not enter into any settlement, compromise or other
               resolution of such Third-Party Claim, without the Indemnifying Party’s prior
               written consent, which shall not be unreasonably withheld or delayed.

7.4     Notwithstanding anything to the contrary herein, no compromise or settlement of any
such Third-Party Claim may be committed to by the Indemnifying Party without the Indemnified
Party’s prior written consent, unless:
        i.     it includes a full discharge and release of liability for the Indemnified Party; and
        ii.    it involves no admission or commitment by or on behalf of the Indemnified Party
               other than the payment of money to be fully indemnified hereunder by the
               Indemnifying Party.

7.5    As used herein, “affiliate” means any and all parties, who directly, or indirectly through
one (1) or more intermediaries, control, are controlled by, or are in common control with, either
party hereto.

7.6     Representative shall indemnify and hold the Company, its employees and representatives
harmless from any loss, damage, expenses or liability, including, without limitation, court fees,
arising out of fraud, material misrepresentation, negligence, intentional misconduct or violation
of any requirements imposed by any applicable federal or state law by the Representative under
this Agreement.

VIII.          EXPENSES

Representative agrees to bear all expenses incurred relating to the services hereunder, except
those which the Company agrees to pay for in writing.

IX.            AUTHORITY

Each person signing warrants and represents that he or she has full authority to enter into this
Agreement, and that all representations and warranties in this Agreement, are true and correct.

X.             REPRESENTATION AND WARRANTIES

10.1 Representative warrants and represent to the Company that it is free to enter into this
Agreement and that this does not violate any agreement heretofore made by the Representative.


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10.2 Representative warrants and agrees that upon Company’s request, Representative will
assist the Company in all collection efforts from non-paying customers in the territory.

10.3 Representative at no time shall engage in any unfair trade practices with respect to the
Company or the Products, and shall make no false or misleading representations with respect to
the Company or the Products. Representative shall refrain from communicating any information
with respect to guarantees or warranties regarding the Products, except such as are expressly
authorized by the Company or are set forth in the Company's literature or other promotional
materials.

10.4 Company warrants that the Product manufactured and to be promoted and sold by
Representative is free from substantive defects in workmanship and materials. Company
warrants that the Product is now free from any security interest or other lien or encumbrance,
that it shall be free from same at the time of delivery, and that it neither knows nor has reason to
know of any outstanding title or claim of title hostile to its rights in the Product.

XI.            COMPANY RIGHTS

11.1   In addition to any other rights, Company may exercise the following:

       A. Company may reject an order from a prospective customer at any time for any
          reason;
       B. The Company has the sole right to establish, alter or amend product specifications,
          prices, delivery schedules and discounts, and the Company will give Representative
          timely notice of any and all changes; and
       C. Company may at its sole discretion, enter into arrangements of any kind whatsoever
          with others regarding marketing the Products of the Company to any entity.

XII.           COMMISSION

12.1 The Company shall pay to Representative a commission of ____________% of net sales
of Products made by Representative in the Territory.

12.2 Net sales shall mean the payments for the Product actually received by the Company
pursuant to orders solicited by Representative in the territory less freight, insurance, allowances,
discounts, returns and charge-backs.

12.3 The Company shall pay a split commission for any accepted orders taken from a
customer in the territory but shipped to an affiliate, subsidiary or designee of said customer in
another sales representative's territory. In addition, Representative shall receive a split
commission for any accepted orders taken from a customer in another sales representative's
territory but shipped into Representative’s territory. The Company reserves the right to allocate
or split the commission in a manner it deems most reasonable to best reward the sales
representative who had greatest influence on the sale.



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12.4 The Company shall furnish Representative with copies of all invoices for shipments of
the Product into the territory. Representative shall keep an accurate set of books and records
regarding commissions due. Commission statements and payments shall be sent to the
Representative no later than the Twentieth (20th) day of the month. Commission statements
presented to Representative shall be deemed correct unless objections in writing are received by
the Company within Thirty (30) days from the issuance of same.

XIII.          ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the
prior written consent of the other party, except Representative may assign or transfer its rights to
receive payments herender.

XIV.           SUB-CONTRACTORS OR EMPLOYEES

Representative shall notify the Company of all employees who shall assist the representative in
representing the Company's products. With Company’s prior written approval, Representative
may employ such employees. Representative shall be solely responsible for full payment of
wages and other compensation to all employees engaged by it in the performance of this
Agreement, and for full compliance with all laws, rules and regulations. Any employees hired by
Representative shall be at Representative’s own risk. The employees shall be under the exclusive
and complete supervision and control of Representative and not of the Company. Representative
shall ensure that each employee complies fully with Representative’s obligations hereunder.

XV.            INTELLECTUAL PROPERTY

15.1 The Company retains all rights, ownership, and interest in the Product and any sales,
marketing and promotional materials, and in any copyright, trademark, or other intellectual
property proprietary to them, including without limitation any such intellectual property in or a
part thereof.

15.2 Nothing in this Agreement shall be construed to grant to Representative any rights,
ownership or interest in the Product or any sales, marketing and promotional materials, or in
Company’s copyrighted material, trademark(s), or other intellectual property, other than those
express and specific rights granted under this Agreement.

15.3 Representative shall not directly or indirectly use the Company’s trademarks, trade names
or any part thereof, or any mark or name confusingly similar thereto, as part of its corporate or
business name or in any other manner, except that (a) the representative may identify itself as an
authorized sales representative of the Product, and (b) on use the Company’s trademarks relating
to the Product in connection with solicitation of orders for the Product.

15.4 Representative agrees to cooperate with and assist Company at the Company’s expense,
in the protection of its trademarks, patents, or copyrights owned by or licensed to the Company
and shall inform Company immediately of any infringements or other improper action with



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respect to such trademarks, patents, or copyrights that shall come to the attention of
Representative.

XVI.           NON-COMPETE

For the Term of this Agreement and for a period of two (2) years after termination,
Representative, and its employees shall not directly or indirectly sell, promote or offer for sale,
any product which might in any way be deemed competitive to Company’s products.

XVII.        CONFIDENTIALITY [Tip: Docstoc has several resources available regarding
  detailed Confidentiality Agreements that can that can be used in conjunction with this
  Agreement].

17.1 "Confidential Information" shall mean any information which the disclosing Party
considers proprietary or confidential and identifies in writing or orally to be confidential or
proprietary, but shall not include (i) information which at the time of disclosure was already in
the public domain; (ii) information which subsequent to disclosure is made public through no
fault of the receiving Party; (iii) information which was lawfully in its possession prior to
disclosure, or independently developed by it without access to or use of any of the disclosing
Party's confidential information, or (iv) information lawfully received from a third party who
was not subject to confidentiality obligations with respect to such information.

17.2 Each Party will safeguard and prevent the disclosure to any third party the Confidential
Information of the other, exercising a standard of care not less than that used by the receiving
Party to protect its own confidential information. Each Party shall, upon the request of the other
party or upon the termination or expiration of this Agreement, return or destroy all tangible
copies of any Confidential Information of the other Party in its possession, and shall further
delete or destroy any copies of such Confidential Information stored in any computer memory or
electronic storage device. The requirements of this section will survive the termination or
expiration of this Agreement.

XVIII. LIMITATION OF LIABILITY

18.1 EXCEPT AS PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY, OR ITS
AFFILIATES, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-
PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY
FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES (INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY) THAT
THE OTHER PARTY MAY INCUR OR EXPERIENCE BY REASON OF ITS HAVING
ENTERED INTO OR RELIED ON THIS AGREEMENT, OR ARISING OUT OF THE
PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY TO BE CHARGED WAS
ADVISED OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
LIMITATION WILL APPLY REGARDLESS OF THE FORM OF THE CLAIM(S), IN
WHICH SUCH LIABILITY MAY BE ASSERTED, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE.



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18.2 THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION SHALL NOT APPLY
TO, NOR LIMIT THE LIABILITY OF A PARTY OR ITS AFFILIATES, FOR: (I) A
MATERIAL BREACH OF THIS AGREEMENT, (II) ITS INDEMNIFICATION, DEFENSE
AND HOLD HARMLESS OBLIGATIONS, OR (III) ANY GROSS NEGLIGENCE, FRAUD,
OR WILLFUL OR INTENTIONAL MISCONDUCT.

18.3 THE LIMITATIONS ON DAMAGES SET FORTH IN THIS ARTICLE SHALL NOT
APPLY TO, NOR LIMIT THE LIABILITY OF A PARTY OR ITS AFFILIATES FOR: (I) A
MATERIAL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) ITS
INDEMNIFICATION, DEFENSE AND HOLD HARMLESS OBLIGATIONS OR (III) ANY
GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR INTENTIONAL MISCONDUCT.

XIX.            GENERAL

19.1    Successors and Assigns

The Parties agree that this Agreement shall be binding upon each of its successors and assigns
and that this Agreement may not be assigned to any other third party, without the written consent
of Company, which shall not be unreasonably withheld.

19.2    Amendments

No modification, supplement, termination, extension, waiver or amendment to or of this Agreement
(or any attachments or exhibits) or any of its provisions may be made, and any attempts, shall not be
binding unless agreed to by the Parties in writing, by pen on paper, by duly authorized representatives
of the Parties. There shall be no oral agreements. Electronic writings, including E-mail messages,
text messages, tweets, instant messages, etc., their contents, and any attachments, and any prior or
subsequent communications including oral discussions or negotiations concerning some or all of the
Agreement, or anything at all, are not intended to represent and do not reflect an offer or acceptance to
enter into (or amend, modify, revise, terminate, abrogate, extend, waive a breach or damages of, etc.) a
binding contract, transaction or agreement, and are not intended to and do not bind any party to this
Agreement. The Parties may determine that they wish to attempt to negotiate a written agreement that
is binding that amends, modifies, revises, terminates, abrogates, extends, waives a breach or damages
of, this Agreement , however, the Parties intend and will continue to intend that there shall be no
contract formations, waivers, modifications, abrogations, extensions, amendments, etc., without
one or more formal written documents executed non electronically but with holographic signatures
by hand with ink pen on paper signed by a duly authorized representative of each of the Parties
(aka “wet signatures” or “pen on paper signatures”). Any communication to the contrary in the past,
now or future, is not binding on any party to this Agreement. Absent the written express statement to
the contrary as set out below, it is the intention of the Parties, and the Parties agree not to conduct any
contract formation, modifying transaction, amend any agreement, abrogate any agreement, grant any
extension, or waive any right by electronic writing. Any alleged communication to the contrary is not
binding on any party. The written express statement mentioned above ("electronic express statement")
shall be the following, or that which expresses the same intent as the following: “I expressly intend
that this shall constitute an electronic signature to a writing thereby [forming, modifying, amending,
abrogating, granting an extension in relations to, or waiving a breach to] a binding [contract or


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agreement].” For purposes of any agreement, a formal written document on paper with wet signatures
(pen on paper signatures) and otherwise consistent with the requirements herein, which is transmitted
by facsimile, the internet, or any cell/wireless/mobile telephone system, or the like, as an image or .pdf
document is valid when signed by pen on paper by all Parties to be charged. The Parties expressly
state and intend that Emails / texts / tweets / instant messages, etc., sent or received - even when there
are multiples or combinations of these - do not include all of the essential or material terms required in
order for there to be a legally binding agreement or contract between the Parties, and are ineffective
for purposes of contract formation, modification, amendment, waiver, etc., without the electronic
express statement mentioned above. No addition to or modification or consensual cancellation of this
agreement, notice or statement shall be binding unless made in one or more formal written documents
consistent with the pen on paper or "electronic express statement" requirements herein. Any
purported communication to the contrary is not binding.

19.3    Waiver

No waiver of any breach of any provision of this agreement, notice or statement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and
no waiver shall be effective unless made in writing and wet signed by pen on paper or electronic
express statement as set out herein. [Tip: If you wish to allow emails that reflect some formality, and
that you have given adequate and due consideration to the matter, to be used for amendments, for
example, to add to a schedule of deliverables, this version of the document does allow formal emails
with special language in them to be used. Therefore if you do not wish to allow that, and only wish for
there to be signatures by pen on paper you may wish to edit this document by removing the portions in
this section that are highlighted in gray. If you allow this you will want to remove the gray highlight
from the final version of the Agreement before you print it. And then you will want to delete this
note.]

 19.4 Notices

Any notice required, permitted to be given, or otherwise given hereunder may be effectively given by
letter delivered either by personal delivery, registered mail certified return receipt requested, postage
prepaid, or delivered by overnight delivery service, or by facsimile machine upon receipt from the
sender of a confirmation of receipt, or by other electronic means so long as the recipient has
acknowledged receipt (for purposes of this section an automatically generated receipt confirmation
does *not* qualify as acknowledgement of receipt), addressed to the recipient as follows:

        In the case of Company:
        Company
        Attn: _____________
        Tel: __________________
        Fax: __________________
        Email: _______________________




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        In the case of Representative:
        Representative
        Attn: _____________
        Tel: __________________
        Fax: __________________
        Email: _______________________

19.5    Governing Law

This Agreement shall be governed by and construed in all respects in accordance with the laws of the
State of ___________________ as they apply to agreements entered into and to be performed by the
Parties herein.

19.6    Venue
The Parties further agree that venue of any legal action or claim hereunder shall be exclusively in and
with a court having jurisdiction over __________ County, __________ , if disputes are to be
resolved in Court, if at all, as set out below, or where arbitration or mediation is to occur, if at all, as
set out below. The Parties further agree and hereby consent to, and waive all defences of lack of
personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the State of
________ and _________County. Notwithstanding the foregoing either party may seek equitable,
preliminary, or permanent injunctive relief from any court of competent jurisdiction, which rights and
remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to
which either party may be entitled.

19.7    Dispute Resolution

[TIP: This section deals with how disputes are to be resolved. How would the Parties like to resolve
disputes, should any arise? While everyone usually hopes to avoid disputes and breaches of contract
those can arise for various and many reasons, including because the agreement is ambiguous or
uncertain in some respect, or a party is negligent or willfully acts contrary to one or more terms or
provisions of an agreement. There are various important choices available to the Parties in resolving
disputes, conflicts and breaches or violations of this Agreement that the Parties are not able to resolve
consensually by themselves or through their respective representatives or attorneys. These include
mediation, non-binding arbitration, binding arbitration, and judicial litigation. While this Agreement
anticipates that the Parties will engage in judicial litigation, and contains a very simple provision about
that, you may wish to consider the other options as well. Docstoc has several resources available
regarding dispute resolution including plug-in provisions for mediation, non-binding arbitration,
binding arbitration, and judicial litigation available here]

The Parties shall endeavour to resolve any differences of opinion which may arise between them with
respect to the provisions of this Agreement by negotiation between themselves personally or with the
assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in
dispute is of such a significant nature to warrant it being addressed otherwise, no party shall
commence any public proceedings until the negotiations have failed to produce a resolution. In
furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available
on short notice and to negotiate promptly and in good faith, any matter any party may wish to

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negotiate. If there is no resolution then the Parties agree that any dispute, claim, or action hereunder
shall be resolved exclusively in and with a court of law or equity having jurisdiction over the Parties
and subject matter.

19.8   Entire Agreement

This Agreement shall constitute the entire agreement between the Parties and will supersede all prior
agreements, representations, warranties, statements, promises, information, arrangements and
understandings, whether oral or written, express or implied, with respect to the subject matter hereof.
The Parties shall not be bound or charged with any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings not specifically set
forth in this Agreement. This Agreement has been carefully drafted and the Parties are convinced that
this document completely and clearly expresses their intentions. Further, the Parties place great value
on the quick and inexpensive resolution of any dispute that may arise between them concerning this
contract or the subject hereof. Therefore, the Parties agree that: (i) all disputes concerning this
Agreement or the subject matter hereof shall be resolved as provided herein; (ii) this Agreement
constitutes the sole agreement among the Parties, and supersedes any and all prior or
contemporaneous oral or written agreements, promises, or understandings among them, pertaining to
the matters contemplated in this Agreement; (iii) no express or implied representations, warranties, or
inducements have been made by any party to any other party except as set forth in this Agreement;
(iv) this Agreementmay not be amended, added to, or altered except by a writing duly executed by
each of the Parties hereto, as set forth herein; and (v) no parole or extrinsic evidence whatsoever may
be introduce or considered in any judicial or arbitration proceeding involving this agreement, for any
purpose, including to interpret, explain, clarify, or add to this Agreement, except in any instance in
which a provision is found in whole or in part to be invalid, illegal or unenforceable and subject to
severability and the arbitrator or court undertakes to re-write or construe the severed provision as
closely as possible to conform to the intent of the Parties.

19.9   Severability

Each of the provisions of this Agreement (and each part of each such provision) is severable from
every other provision hereof (and every other part thereof). In the event that any provision (or
part thereof) contained in this Agreement or the application thereof to any circumstance shall be
invalid, illegal or unenforceable, in whole or in part, and to any extent: (i) the validity, legality or
enforceability of such provision (or such part thereof) in any other jurisdiction and of the
remaining provisions contained in this Agreement (or the remaining parts of such provision, as
the case may be) shall not in any way be affected or impaired thereby; (ii) the application of such
provision (or such part thereof) to circumstances other than those as to which it is held invalid,
illegal or unenforceable shall not in any way be affected or impaired thereby; (iii) if possible,
such provision (or such part thereof) shall be construed or re-written as closely as possible to
conform to the intent of the Parties, in which instance parole or extrinsic evidence may be
considered to do so; (iv) if not susceptible to such construction, such provision (or such part
thereof) shall be severed from this Agreement and ineffective to the extent of such invalidity,
illegality or unenforceability in such jurisdiction and in such circumstances; and (v) the
remaining provisions of this Agreement (or the remaining parts of such provision, as the case
may be) shall nevertheless remain in full force and effect.


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19.10 Headings

The headings for sections herein are for convenience only and shall not affect the meaning of the
provisions of this Agreement. Such headings shall not be deemed to govern, limit, modify or in
any other manner affect the scope, meaning or intent of the provisions of this Agreementor any
part thereof, nor shall they otherwise be given any legal effect.

19.11 No Unannounced Modifications to Signature Documents

The Parties have reviewed (and, if applicable, negotiated) this Agreement, in its electronic form.
They desire to sign the hard-copy version without having to re-read it to confirm that no
unauthorized changes were made before the final printout. Accordingly, by signing and
delivering this Agreement, and/or any exhibit, amendment, or addendum to it, now or in the
future, each Party represents that it has not made any changes to any other draft provided to (or
by) the other party, unless the signing Party has redlined the changes or otherwise expressly
called them to the other party’s attention in writing. (Non-substantive format clean-up and
correction of immaterial spelling errors need not be redlined.)

19.12 Waiver

A waiver by either party of any provision of this agreement in any instance shall not be deemed
to waive it for the future. A Party’s failure to insist on strict compliance with any of the terms of
this agreement on one or more occasions is not a waiver of any rights or obligations under this
Agreement.

19.13 Survival

Those sections of this Agreement, that should logically survive termination or expiration of this
Agreement, shall survive termination or expiration of this Agreement.

19.14 Construction

If there is any controversy regarding this agreement or the terms of this Agreement, this
Agreement, will be deemed to have been drafted by all Parties herein and will not be strictly
construed as against any party. The Parties have been made aware of their right and opportunity
to consult with independent legal counsel and have either done so, or knowingly waive the right
to do so. Further, the Parties acknowledge that they have engaged in negotiations to reach this
Agreement.

19.15 Counterparts

This Agreement, may be executed in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one and the same agreement,
including the judicial proof of any of the terms hereof. A photocopy, fax copy, or electronic
image copy, which depicts the inclusion of one or more signatures by pen on paper, shall be
deemed an original.


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19.16 Attorneys’ Fees

In the event of litigation or arbitration relating to the subject matter of this Agreement, the
prevailing party shall have the right to collect from the other party its reasonable costs and
necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement, as of the day
and year first written above.

       Company                             Representative
       Per:                                Per:



       Name: __________________            Name: _____________________
       Title:                              Title: ____________________
       I have authority to bind Company.   I have authority to bind Representative.




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                                       EXHIBIT A

                             DESCRIPTION OF SERVICES

                                      TERRITORY




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DOCUMENT INFO
Description: This agreement is between a company and an independent sales representative that outlines the terms of engagement of the representative to solicit orders on behalf of the company. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements, as well as optional language allowing for customization to ensure the specific terms of the parties' agreement are addressed. Use this form if one is a company wishing to engage the services of an independent sales representative to solicit orders for a company.
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This document is also part of a package Proposals and Other Forms for Contractors 20 Documents Included