Non-Exclusive Sales Representative Agreement {HR-720}

NON-EXCLUSIVE SALES REPRESENTATIVE AGREEMENT THIS AGREEMENT is entered into in, California, as of, 20 , between, a California corporation with principal offices at ("Manufacturer"), and a with principal offices at ("Representative"). IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS (a) "Products" shall mean those products listed in Exhibit A attached hereto. Products may be changed, abandoned or added by Manufacturer, in its sole discretion, provided that Manufacturer gives thirty (30) days' prior written notice to Representative. Manufacturer shall be under no obligation to continue the production of any Product, except as provided herein. (b) "Territory" shall mean those geographical areas set forth in Exhibit B attached hereto. 2. APPOINTMENT AND AUTHORITY OF REPRESENTATIVE (a) Non-exclusive Sales Representative. Subject to the terms and conditions herein, Manufacturer hereby appoints Representative as Manufacturer's non-exclusive sales representative for the Products in the Territory, and Representative hereby accepts such appointment. Representative's sole authority shall be to solicit orders for the Products in the Territory in accordance with the terms of this Agreement. Representative shall not have the authority to make any commitments whatsoever on behalf of Manufacturer. (b) Reserved Rights. Manufacturer reserves the right to (i) solicit orders directly from and sell directly to any customer and all distributors within the Territory and (ii) appoint other sales representatives on a non-exclusive basis to sell the Products in the Territory. Manufacturer shall pay no compensation to Representative for orders solicited by Manufacturer directly or by other sales representatives. (c) Territorial Limitation. Representative shall neither advertise the Products outside the Territory nor solicit orders from outside the Territory without the prior written consent of Manufacturer. (d) Conflict of Interest. Representative shall pursue aggressive sales policies and procedures to realize the maximum sales potential for the Products in the Territory. Representative shall represent and promote the products of other companies only if it will not prejudice Manufacturer's business interests or create a conflict of interest in handling Manufacturer's confidential or proprietary information. Immediately prior to the execution of this Agreement, Representative shall provide Manufacturer with a list of the companies and products that it currently represents and shall notify Manufacturer in writing of any new companies and products at such time as its promotion of those new companies and products commences. OR (d) Conflict of Interest. Representative shall pursue aggressive sales policies and procedures to realize the maximum sales potential for the Products in the Territory. Representative warrants to Manufacturer that it does not currently represent or promote any lines or products that compete with the Products. During the term of this Agreement, Representative shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in Manufacturer's judgment, compete with the Products covered by this Agreement. (e) Independent Contractors. The relationship of Manufacturer and Representative established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (iii) allow Representative to create or assume any obligation on behalf of Manufacturer 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 and hold Manufacturer free and harmless from, any and all claims, damages or lawsuits (including Manufacturer's attorneys' fees) arising out of the acts of Representative, its employees or its agents. 3. COMMISSION (a) Sole Compensation. Representative's sole compensation under the terms of this Agreement shall be a commission computed in accordance with the schedule set forth in Exhibit C attached hereto. (b) Basis of Commission. The commission shall apply to all orders solicited by Representative from the Territory that have been accepted by Manufacturer and for which shipment has occurred. No commissions shall be paid on (i) orders solicited by other sales representatives within the Territory, (ii) orders solicited by Manufacturer within the Territory, or (iii) orders received from outside the Territory (even if Representative receives the initial inquiry from outside the Territory) unless otherwise agreed in writing by Manufacturer. Commissions shall be computed on the net amount billed by Manufacturer to the customer, and no commission shall be paid with respect to charges for handling, freight, sales taxes, C.O.D. charges, insurance, import duties, trade discounts, repairs, services, and the like. If invoices are rendered in currencies other than United States dollars, the commission shall be based upon the free market rate of exchange on the date that Manufacturer pays the commission to Representative. (c) Split Commissions. If more than one sales representative is involved in the solicitation of a particular order, Manufacturer, in its sole discretion, may split the total commission for the order between or among the representatives involved. In no event shall the total commission for the order exceed the amount determined from Exhibit C attached hereto. Sales offices owned by Manufacturer shall be considered as sales representatives in determining split commissions. (d) Payment. Payment of Commissions shall be in United States dollars and shall be subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. (e) Time of Payment. The commission on a given order shall be due and payable thirty (30) days after the end of the calendar month in which Manufacturer ships all Products on that order. OR (e) Time of Payment. The commission for a given order shall not be earned by Representative or paid by Manufacturer until payment on that order is received by Manufacturer. Commissions shall be earned and paid pro rata on partial payments received from customers on orders solicited by Representative. The commission on a given order shall be due and payable thirty (30) days after the end of the calendar month in which Manufacturer receives payment from the customer. (f) Commission Charge-Back. Manufacturer shall have the absolute right to set such cash discounts, to make such allowances and adjustments, to accept such returns from its customers, and to write off as bad debts such overdue customer accounts as it deems advisable. In each such case, Manufacturer shall charge back to Representative's account any amounts previously paid or credited to it with respect to such cash discounts, allowances, adjustments, returns or bad debts. (g) Monthly Statements. Manufacturer shall submit to Representative monthly statements of the commissions due and payable to Representative under the terms of this Agreement, with reference to the specific invoices on which the commissions are being paid. (h) Inspection of Records. Representative shall have the right, at its own expense and not more than once in any twelve (12) month period, to authorize Manufacturer's independent auditors to inspect at reasonable times Manufacturer's relevant accounting records to verify the accuracy of commissions paid by Manufacturer under the terms of this Agreement. 4. SALE OF THE PRODUCTS (a) Prices and Terms of Sale. Manufacturer shall provide Representative with copies of its current price lists, its delivery schedules, and its standard terms and conditions of sale, as established from time to time. Representative shall quote to customers only those authorized prices, delivery schedules, and terms and condition