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Independent Sales Representative Agreement - Download as DOC


Independent commissioned sales representative agreement

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									                     Independent Sales Representative Agreement

      This agreement is entered into as of the date set forth below (the "Effective Date") by and
between                     (the "Company"), and
                                            (the "Representative").


       A. The Company is in the business of manufacturing and distributing

                                                                                    ; and

       B. Representative desires to solicit orders for certain of the products, as specified on
Exhibit A to this Agreement (the “Products”).

       NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:


                (a) Sales Representative. Subject to the terms and conditions herein, Company
hereby appoints Representative as a nonexclusive sales representative to market the Products and
Representative hereby accepts such appointment. Representative's sole authority shall be to
solicit orders for the Products in accordance with the terms of this Agreement. Representative
shall not have the authority to make any commitments whatsoever on behalf of the Company.

               (b) Best Efforts. Representative agrees to use his best efforts to introduce,
promote the sale of, and obtain orders for the Products and to devote such time and attention as
may be necessary to properly conduct such activities and to take any and all steps and do any and
all things which may be helpful or advisable to that end and to conduct such activities in
accordance with the terms of this Agreement.

               (c) Conflicts of Interest. Representative shall pursue aggressive sales policies
and procedures to realize the maximum sales potential for the Products. During the term of this
Agreement, Representative shall not represent, promote or otherwise try to sell any lines or
products that are competitive with any products sold by the Company. Representative shall give
Company 30 days prior written notice of its intent to promote or represent any new companies or
products and such notice shall specify the companies and describe in reasonable detail the
products Representative intends to promote.

               (d) 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 (i) constitute the parties as partners, joint venturers, co-owners
or otherwise as participants in a joint undertaking, or (ii) allow Representative to create or

assume any obligation on behalf of Company for any purpose whatsoever. All financial and
other obligations associated with Representative's business are the sole responsibility of
Representative. Representative shall be solely responsible for, and shall indemnify, defend and
hold Company free and harmless from, any and all claims, damages or lawsuits (including
Company's attorneys' fees) arising out of the acts of Representative, its employees or its agents.

               (f) No Inconsistent Obligations. Representative has no obligations, legal or
otherwise, to any other employer, former employer or principal that are inc
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