Independent Sales Rep Agreement by miamichicca

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									    INDEPENDENT SALES REPRESENTATIVE AGREEMENT
This AGREEMENT is made as of the ___ day of ____________, 2006, by and between
___________________________ ("Representative") and Ballistic Merchant Services (BMS), a Nevada
Limited Liability Corporation.

WHEREAS, BMS is engaged in the business of marketing electronic transaction processing services, and
WHEREAS, BMS wishes to engage Representative to provide sales solicitation, installation, training and
other services
NOW THEREFORE, in consideration of the mutual promises contained herein, IT IS AGREED as follows:

1        ENGAGEMENT AND OBLIGATIONS OF REPRESENTATIVE. BMS engages Representative to
solicit merchants to subscribe to the services provided by BMS and to provide training to such merchants
in the use of BMS's products and services.

1.1     Except as otherwise provided herein or in the written policies and procedures of BMS,
Representative may solicit any eligible merchant who does not have an existing contract for bankcard
processing services with BMS. Representative agrees that once a merchant has been identified as
having an existing contract with BMS, all solicitation efforts shall immediately be discontinued.

1.2     In soliciting merchants, Representative shall use only materials supplied by or approved by BMS,
including but not limited to business cards, letterhead and promotional, advertising or recruiting materials,
and shall offer only terms and conditions authorized by BMS.

1.3       Representative agrees to comply with all policies and procedures of BMS relating   to      the
solicitation, installation, training and servicing of merchant accounts. BMS agrees to provide such
policies and procedures in writing to Representative and to give Representative prompt written notice of
changes thereto.

1.4      Representative shall not under any circumstances pay any person or entity any commission
related to bankcard processing or equipment. Commissions may be paid only by BMS. Representative
shall designate in writing any referral agents to whom any fees are to be paid. Such payments shall be
made by BMS and deducted from fees payable to Representative.

1.5      Representative shall be responsible for obtaining and providing to BMS all required information
concerning potential merchant customers and for the completion and proper execution by merchants of
all contracts and forms required by BMS. Representative agrees that all proposed merchant contracts
are subject to acceptance and approval by BMS and the acquiring financial institution(s) ("Bank(s)") and
that no merchant contract shall be final and binding until executed by BMS and the Bank(s). Any funds
pertaining to BMS related business that is received from a customer or prospective customer will be
payable to, and immediately forwarded to, BMS.

1.6     Only equipment and software provided or approved in writing by BMS shall be utilized for the
performance of BMS's services to merchants. Representative shall follow guidelines provided by BMS
governing the sale and/or lease of equipment which shall include reasonable maximum lease and price
levels.

1.7      Representative agrees to indemnify and hold harmless BMS, its officers, directors, employees,
successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions,
suits, costs, damages, settlements, fees, including attorneys fees, and obligations of any kind, type and
description whatsoever, brought or imposed upon BMS, its officers; directors, employees, successors or
assigns, jointly or severally relating to or arising out of any fraud, misrepresentation or wrongdoing by
Representative in connection with the performance of this Agreement.
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1.8     Representative acknowledges and agrees to grant to BMS authorization to run a credit check
and/or a criminal background check as deemed necessary and appropriate by BMS. BMS specifically
agrees that any information derived from said investigative reports shall be held in the strictest
confidence.

1.9     Representative shall not submit to BMS any application for a merchant contract which contains
any information known by Representative to be false or misleading, or for a merchant known by
Representative to be ineligible for such contract under the written policies and procedures of BMS.
Breach of this provision shall constitute cause for termination. Representative agrees to indemnify and
hold harmless BMS from any losses or damages resulting from BMS's acceptance of a contract of a
merchant known by Representative to be ineligible for such contract under the written policies and
procedures of BMS or where the application for such contract contains any information known by
Representative to be false or misleading.

1.10    Representative acknowledges and agrees that all merchant accounts submitted to BMS are and
shall remain the property of BMS. Nothing in this agreement shall be construed to amend or change this
ownership structure.

1.11     Representative shall abide by all Rules of the Card Associations (Visa U.S.A., Inc., Visa
International, Inc., MasterCard International Inc. or any other card issuer that provides cards accepted by
merchants under the BMS Processing Agreement). Violation of such Rules shall constitute cause for
termination. Representative shall indemnify and hold harmless BMS from any fine or penalty imposed by
any Card Association by reason of a violation of the Rules by Representative.

1.12    Representative agrees to abide by the rules of conduct described in the BMS ‘Code of Ethics’
[Addendum “A”] and hereby acknowledges receipt of same. Violation of the principles embodied in said
‘Code of Ethics,’ shall further constitute cause for termination.

1.13    This agreement may be terminated immediately by BMS at any time within the first ninety (90)
day after the date hereof with or without cause upon written notice to Representative. In the event of
termination pursuant to this subparagraph, BMS shall have no obligation to pay any further Compensation
to Representative, and, anything in this Agreement to the contrary notwithstanding, Representative shall
not the right to solicit those merchants whose contracts with BMS for a period of one year from
termination date.

2.      INDEPENDENT CONTRACTOR. The parties intend and understand that the relationship created
under this Agreement is that of independent contractor only. Representative is not to be considered an
agent or employee of BMS for any purpose. Representative shall be responsible for all costs and
expenses incurred in the performance of this Agreement, unless agreed to in writing by BMS.
Representative shall be responsible for all state, federal and local taxes, including estimated taxes and
employment taxes.

3.       CONFIDENTIALITY. Representative agrees that he or she will not divulge or disclose and will
hold in confidence any and all proprietary information with respect to BMS's business, including but not
limited to reports, merchant lists, operating procedures, compensation reports or schedules, pricing
models, product information, price lists, rate structure, software design, training and sales support
materials of which Representative acquires knowledge during the term of this Agreement, whether in
written or oral form (the "Information"). Without BMS's prior written consent, Representative agrees not to
use the Information for any purpose other than the performance of the services to be performed under
this Agreement. The foregoing restrictions with respect to the Information shall not apply to any
Information that (a) is now or hereafter becomes generally available to the public other than as a result of
a disclosure, directly or indirectly, in violation of the terms hereof, (b) was available to Representative on
a non-confidential basis prior to its disclosure, (c) becomes available to Representative on a non-
confidential basis from a source other than BMS or its Representatives, which source is not itself bound
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by a confidentiality agreement or a legal duty to maintain confidentiality, or (d) is disclosed pursuant to
any legal requirement or in connection with any legal process. The provisions of this paragraph shall
survive the termination of this Agreement.

4.       NON-SOLICITATION. In consideration for the compensation provided herein, without the prior
written consent of BMS, Representative shall not directly or indirectly, whether or not for compensation,
engage in any business activity, or have any interest in any person, firm, corporation, partnership or
business (whether as an employee, shareholder, proprietor, officer, director, agent, security holder,
trustee, partner, consultant, creditor lending money for the purpose of establishing or operating any such
business) that (a) induces or attempts to induce, directly or indirectly, any merchant to modify or terminate
such merchant's business association with BMS or (b) interferes with, disrupts or attempts to disrupt any
present business relationship, contractual or otherwise, between BMS and any merchant, client, supplier,
consultant, agent or employee of BMS. The provisions of this paragraph shall survive the termination of
this Agreement.

5.       REMEDIES. The parties acknowledge that any disclosure of the Information or breach of the
Non-Solicitation provisions will cause immediate, irreparable and continuing damage to BMS for which
there is no adequate remedy at law. Consequently, the parties acknowledge and agree that in the event
of any breach or violation or threatened breach or violation of the Confidentiality provisions of paragraph 3
and Non-Solicitation provisions of paragraph 4 of this Agreement, BMS and its successors and assigns
shall be entitled to temporary, preliminary and permanent injunctive relief and restraints enjoining and
restraining such breach or violation or threatened breach or violation and such other legal and equitable
remedies as may be provided by applicable law (without the necessity of posting any bond or other
security), including damages, costs of suit and attorney's fees.

6.       COMPENSATION. BMS agrees to pay to Representative for services performed under this
Agreement pursuant to the terms specified in the BMS ‘Compensation Plan’. Representative shall be
entitled to a fee which is derived from Bank’s discount fees on net sales and which is paid to BMS by
Banks, for each Merchant solicited by Representative and approved by Banks. For the purposes of this
Agreement, it is understood and agreed that the term ‘net sales’ shall mean the gross amount of credit
card sales transactions less chargebacks and credits. Representative shall continue to be entitled to
receive compensation for as long as BMS is receiving corresponding compensation from Banks for such
approved Merchant, provided, however, that in any instance where this Agreement is terminated by BMS
for any of the reasons enumerated in Paragraph 1, Sub-paragraphs 1.9 through 1.13, all payments to
Representative shall cease, and BMS shall have no further obligations to make any such payments.

6.1      Representative shall bear no liability to BMS or Banks for the face value of any Merchant
chargebacks, except to the extent that any Merchant chargeback are either directly or indirectly related or
attributable to the gross negligence, willful misconduct or fraudulent acts of Representative, or any of its
employees, agents or nominees, or the breach of this Agreement by Representative, or any of its
employees, agents or nominees, in which case BMS and Banks shall have full recourse to
Representative, and Representative shall be liable to BMS and Banks for the full face     value of such
Merchant chargebacks. BMS may deduct the amount owed by Representative from any amount due to
Representative under this Agreement. The provisions of this Paragraph (6.1) shall survive the termination
of this Agreement.

6.2      BMS reserves the right in its sole and exclusive discretion to change its fee schedule, equipment
prices, processing methods and to terminate merchant contracts pursuant to their terms.

7       TERM AND TERMINATION. This Agreement shall extend from the date hereof for a period of
one year and, unless sooner terminated by either party, will continue from year-to-year thereafter;
provided, however, this Agreement may be unilaterally terminated at any time by either party with or
without cause, by giving thirty (30) days written notice.



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7.1      In addition to any other provisions specified herein, BMS shall have the right to terminate this
Agreement for cause in any of the following circumstances: (a) material breach of this Agreement, (b) any
act of fraud or dishonesty in connection with the performance of this Agreement, (c) conduct inimical to
the best interests of BMS, (d) execution of an assignment for the benefit of creditors, (e) filing of any
petition under the United States Bankruptcy Code. Upon termination for cause BMS shall have no further
obligation to pay service fees. Termination will become effective immediately.

7.2    In the event that Representative voluntarily terminates this Agreement at any time, BMS shall pay
Representative all Compensation due hereunder to the date written notice of termination is given.

7.3      In the event of Representative's death during the term of this Agreement, BMS shall have no
further obligation to pay any service fees under the terms of this Agreement, unless otherwise specified in
any duly executed addendum hereto.

7.4     Upon termination of this Agreement by either party, with or without cause, Representative shall
promptly return to BMS all equipment, sales literature and all documents and materials supplied by BMS.
BMS shall have no obligation to pay any further service fees until it has received all such equipment and
materials.

8.      INSURANCE. In the event Representative uses a motor vehicle (or vehicles) in the course of his
or her business operations in connection with the Agreement, Representative agrees to indemnify and
hold BMS harmless from any liability arising from the use of such vehicle(s) and to maintain adequate
personal and property damage liability insurance coverage on said vehicle(s).

9.      GOVERNING LAW. The law of the State of Nevada shall apply to this Agreement. In any action
brought under or concerning this agreement, the prevailing party shall be entitled, in addition to all costs
and fees, to reasonable attorney's fees.

10.     NOTICES. All payments, notices, requests, demands and other communications required or
permitted to be given under this Agreement shall be given in writing by United States mail, postage
prepaid to the parties at the address set forth below or to such other place or places as either party hereto
shall designate by written notice to the other.

Representative: _____________________________

                _____________________________

                _____________________________

BMS             Ballistic Merchant Services
                4132 S. Rainbow BLVD #532
                Las Vegas, NV 89103

11.       ENTIRE AGREEMENT.           This Agreement, together with any supplements, addenda,
amendments, modifications or attachments, comprises the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and
understandings. Each party acknowledges that no representations, inducements, promises, warranties or
agreements have been made by any party, or anyone acting on behalf of any party, other than those set
forth in this Agreement.

12.     SEVERABILITY. In the event that any portion of this Agreement is found to be void, illegal or
unenforceable, the validity and enforceability of any other portion shall not be affected. Such notice shall
be effective as of the date of mailing.



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13.      AMENDMENTS AND WAIVERS. This Agreement may be modified, amended or supplemented
only by a written instrument duly executed by the parties hereto. No covenant, term or condition, or the
breach thereof, shall be deemed waived, unless it is waived in writing and signed by the party against
whom the waiver is claimed. The waiver by either party of a breach of any covenant, term or condition
shall not operate or be construed to be a waiver of any preceding or subsequent breach thereof.

14.      ASSIGNMENT. This Agreement may not be assigned by a party without the prior written consent
of the other party hereto; provided, however, BMS may assign its rights and delegate its obligations under
this Agreement to a purchaser of all or substantially all of the business, stock or assets of BMS without
the consent of Representative. Except as otherwise provided herein; the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties.
Any purported assignment other than as provided in this paragraph shall be void.

15.    COUNTERPARTS. This Agreement may be executed in any number of counterparts which,
when read together, shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.

Representative:                                          Ballistic Merchant Services, LLC



_______________________________                          By: ____________________________


Date: __________________________                         Date: __________________________




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                                         Addendum ‘A’

                                        CODE of ETHICS

    Ballistic Merchant Services strives to achieve and maintain a positive business
    environment that reflects the highest standards of professional behavior. Accordingly,
    Representative does hereby commit to adherence to the highest level of personal and
    professional conduct as outlined herein:

    Representative agrees:

•   To treat fairly and with respect all persons regardless of race, religion, gender, disability,
    age, or national origin;

•   To void injuring, directly or indirectly, the professional reputation, prospects or business
    of anyone, including the use of hearsay or rumors;

•   To avoid all real or perceived conflicts of interest whenever possible, and to disclose
    them to affected parties when they do exist;

•   To protect the confidentiality of all client information;

•   To avoid all forms of sexual harassment, including sexual advances, solicitations,
    language and any verbal or physical contact of a sexual or otherwise offensive nature;

•   To avoid any such behavior that is contrary to the reasonably prudent standard of
    professional conduct.

    ________
    Initial Here




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                                    Addendum ‘B’

                                     AUTHORIZATION
                     Credit Report and/or Criminal Background Check

I _____________________________ hereby authorize Ballistic Merchant Services to
obtain, from time to time, credit, financial and other information, specifically including
information regarding prior criminal convictions from other persons or entities, including
commercial and consumer reporting agencies and private investigators.

I understand and agree that BMS will hold the information contained in these reports in
the strictest of confidence, and will only consider such information that is relevant to
compliance with Visa and MasterCard Rules & Regulations and the BMS ‘Code of
Ethics.’ I hereby specifically hold harmless BMS with regard to the appropriate
acquisition and use of the information contained in these reports.


Executed at ______________, __________ on this ____ day of _________, 2006


_________________________________               _______________________________
Signature                                       Witness


_________________________________               _______________________________
Print Name                                      Print Name


_________________________________
Address


_________________________________
City / State / Zip


_________________________________
Soc. Sec. #


_________________________________
Date of Birth




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