Sales Representative Agreement



THIS AGREEMENT is made this __________ day of ________ 20 _, by and between [Name] (hereinafter referred to as the "Company"), a company organized, and existing under the laws of the State of _______, with its principle place of business located at _________________, and ________________, (hereinafter referred to as the "Representative"), an individual with his [or her] or her principle place of residence located at _____________, do hereby agree to the following:

WHEREAS, the Company, herewith appoints, the Representative, as a sales representative for a period of ( ) months in the following territory: (state assigned territory). The Representative shall represent the following product(s) offered by the Company: (state and/or describe product). The territory described above shall be an exclusive territory for a period of ( ) months.

SOLICITATION & POLICY

All such orders shall be taken at the stated price for the product in effect at that time, unless prior approval, in writing for another price has been agreed upon. All such orders shall be subject to acceptance by the Company, and if terms are offered, subject to final credit approval by the Company. The Company shall have the right to provide sales order forms should it so desire for sales orders, and the same shall be used by the Representative if provided.

PAID COMMISSIONS

For any and all orders received within the Representative's assigned area and territory, subject to the qualifications set below, the Representative shall be entitled to a commission of: ( % of gross sales). Said commissions shall be paid on a (term) basis. The Company may, in its discretion, withhold all or a portion of any commission if payment has not been received in full. Should the Company advance any commission and the sale not be collected, then the Representative shall reimburse for the same upon request.

INDEPENDENT CONTRACTOR

This Agreement is for the provision of the Representative to be engaged as an independent contractor, and, shall not be Misconstrued as an employment contract. The Representative shall pay all expenses incurred and shall not incur any liability for the account of the Company.

TRADE SECRETS

During the length of term of the agreement, the Representative may be privy to certain company trade secrets and proprietary information which is the property of the Company. The Representative agrees not to disclose the same, and shall separately execute a standard "Trade Secrets" agreement. This compliance shall survive any termination of this agreement.

TERM OF AGREEMENT

The sales representativeship herein shall be renewed for an additional period of ( ) months at the expiration of the initial term herein, should sell a gross total of (dollars), in collected sales. Any further renewals shall be the subject of a separate written agreement. The Company shall have the right to terminate this agreement for any material non-compliance of the duties assumed herein by the Representative. Immediate cancellation may occur for the following reasons:

(1) Disclosure of the Company's "Trade Secrets".

(2) Failure to disclose and turn over any funds collected, due to the Company within ( ) working days of receipt.

(3) Violation of any non-competition duties specified herein.

(4) Being below any agreed sales quoter for a period of ( ) months or more or by ( %).

(5) If the Company determines that the Representative is neglecting the representativeship, it may serve a written Notice of Deficiencies upon the Representative, which Notice shall specify the general areas of deficiency. Unless corrected within ( ) days, the Company may cancel the representativeship by ( ) days both oral and written notice.

(6) The Company may provide supplies, promotional materials, technical manuals, instruction books and trade samples to the Representative. All of the same shall be returned upon termination of the representativeship. Further, as to any materials marked "Trade Secret", all copies thereof shall be returned.

NON-COMPETITION

After the termination of this agreement, for whatever reason, the Representative shall not engage in competition against the Company, which shall be defined as acting as a sales representative for a direct competitor, or, act in any capacity including as owner or shareholder, of any (distributor/manufacturer/ service company) providing online information, discussions and data transfer for personal computers for a period of no less than ( ) months in the same sales territory as originally assigned herein.

ENTIRE AGREEMENT

This agreement, in its entirety, contains the full understanding of the parties. It may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, extension, modification, waiver or discharge is sought.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at ______________ (City), _________ (State).

___________________________

Company

___________________________

Representative

WITNESS:

___________________________