Independent Sales Representative Agreement

Terms and Conditions Overview


1. You will devote your best efforts for the solicitation of orders resulting in sales of our services.


2. You are hereby retained as an independent contractor and not as an employee of the Company. As an independent contractor, you shall be solely responsible to pay all applicable taxes arising from payments made to you by the Company, including


3. You agree to indemnify and hold the Company harmless from any and all liability, claims, demands or requirements imposed by federal or state law upon self‐employed individuals arising from payments made to you under this Agreement.


4. You agree to bear all expenses incurred in your sales endeavors except those which the Company agrees to pay for in writing.


5. You agree to make no representations, warranties or commitments binding the Company without the Company's prior consent.


6. You agree that if you or your employees shall operate a motor vehicle during the term of this Agreement, the Company is not responsible for any damage or loss sustained by the use of said automobile during the term hereof.


7. The Company has the sole right to establish, alter or amend product specifications, prices, delivery schedules and discounts, and the Company will give you timely notice of any and all changes.


8. In full payment for all services to be rendered by you, the Company shall pay you a commission on all orders completed. (Please see Commission Plan for details.)


9. All orders are subject to acceptance by the Company at our home office and the Company may reject an order at any time for any reason.


10. The Company shall furnish you with copies of all invoices for shipments of our product and or our services.


11. You agree to assist the Company in all collection efforts from non‐paying customers upon our request.


12. You covenant and agree that during the term of this Agreement, you shall not sell, promote or offer for sale, directly or indirectly, any product which might in any way be deemed


13. The Company hereby utilizes your services at will and this Agreement may be terminated by either party at any time for any reason.


14. In the event you send the Company written notice of your intent to terminate this Agreement pursuant to Paragraph 13, you shall continue to solicit orders for the Company during the aforesaid Thirty (30) day period


15. At the termination of this Agreement, a final accounting will be made between the Parties.


16. At the termination of this Agreement, you shall cease using any sales materials and product samples in your possession or under your control and shall return same, including all catalogs, brochures, advertising, literature and other property of the Company, immediately upon our request.


17. Both parties acknowledge that the Company is entering into this Agreement due to the special, unique and extraordinary skills of independent sales rep.


18. You shall notify the Company of all employees you intend to hire who shall assist you in representing the Company's products no less than Five (5) working days prior to their representation of same.


19. You hereby covenant, warrant and represent that both you and your employees will keep confidential, both during the term of this Agreement and forever after its termination, all information obtained from the Company with respect to all trade secrets, proprietary matters, business procedures, customer lists


20. Any claim or controversy arising among or between the parties hereto and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by arbitration.


21. In any arbitration involving this Agreement, the arbitrators shall not make any award which will alter, change, cancel or rescind any provision of the Agreement and their award shall be consistent with the provisions of this Agreement.


22. Service of process and notice of arbitration of any and all documents and papers may be made either by Certified or Registered mail, addressed to either party at the addresses listed in the Agreement.


23. The Agreement is being made by each of the parties after each party has had an opportunity to fully review, analyze, and obtain legal counsel with respect to this Agreement and all of its terms.


24. Nothing in this Agreement shall be construed to constitute you as a partner, affiliate or employee of the Company.


25. This Agreement forms the entire understanding between the parties. It cancels and supersedes all prior agreements and understandings.


26. There shall be no change, amendment or modification of any of the terms of this Agreement unless it is reduced to writing and signed by both parties.


27. If any provision of this Agreement is held by a court of competent jurisdiction or arbitration to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired.


28. This Agreement shall be governed by the laws of the State of Illinois, and conditions herein stated, and thereafter this letter shall constitute our whole and complete agreement concerning your engagement which may not be orally modified or extended.


29. Only, Company authorize marketing materials can be used in the presentation of the company’s products and services. No additional marketing materials can be created or used for sales and or representation of the company’s products or services without written permission from the company.