Sample Contract

SPECIMEN PROVISIONS ONLY

Do not use without consulting your attorney. Laws and customs vary.

This publication is designed to provide sample information in regard to the subject matter covered. It is furnished with the understanding that the publisher, WAMA, is not engaged in rendering legal or other professional service.

The services of a competent legal professional should be sought.

This agreement, made date 1st, 2000 entered into by and between Principal’s Name Inc., it’s successor and/or assigns, including the sale of business hereinafter referred to as the “Company” and REP Firm Name , or it’s successor and/or assigns, including the sale of business hereinafter referred to as the “Manufacturers’ Representative”, is made for the purpose of clearly defining the selling agreements under which the Manufacturers’ Representative will promote the Company’s product or services namely precision (Principal’s , engineering and assembly services, etc i.e., stamping, plastic injection molding, etc ) as produced or performed by the company.

This agreement will remain in force continuously, however it may be canceled by either party upon 90 days prior written notice, delivered by certified return receipt request mail, to the other party. Notice is complete when received by the terminated party.

The Manufacturers’ Representative is hereby appointed as the sole and exclusive independent sales representative of the Company and is authorized to solicit business at its own expense from customers in its territory as defined in this agreement.

Choose One

Sales territory is as follows: The State of (List territory) and accounts agreed upon by both parties.

Sales territory is as follows: The State of Wisconsin, Minnesota, Northern Illinois and accounts agreed upon by both parties, except those listed in Exhibit “A” where no commissions will be paid at this time.

The sole compensation will be commissions paid at the rate of (List percentage i.e. – Ten Percent (5%, Five Percent (5%) etc. on (list Products or Services, etc.) for sales on orders submitted and accepted by the Company from within the territory, whether directly solicited by the Representative or not, after the effective date of this contract. Commission is earned and due at acceptance of order. Payment of commission will be defined in the following paragraph.

Commissions will be paid on the 15th of each month following the month after the customer makes payment. For example, commissions on orders shipped during the month of March would be payable on the 15th of May. This example assumes that the customer was on a net, 30-day payment schedule. Other payment schedules may be acceptable upon agreement by both parties.

Choose One

Orders submitted from a point outside the territory, even though the decision, shipment and/or billing are directed from or to a point within the territory, will be handled on an individual basis to determine payment of commissions. In no event shall the commissions payable to the Representative on such orders be less than (Choose- two, 2 ½ or three percent)

Orders submitted from a point outside the territory, even though the decision, shipment and/or billing are directed from or to a point within the territory, will be a full commission account. In the event a customer subcontracts to, authorized third party purchases, assigns, transfers purchasing responsibility, etc., the assigned, subcontracting company will automatically be a full commission account to the Representative. In the event of the need to split commissions with another Manufacturers’ Representative outside the territory, unless mutually agreed prior, commissions payable to the Representative on such orders shall not be less than three percent (3%).

Net Sales upon which calculation of commissions are payable, will be computed by excluding charges for tax, freight and insurance. Also, Net Sales will be computed after deduction of all adjustments given to customers such as trade discounts (but not discounts), credits on return shipments, and allowances for parts determined to be below standard, or write off of uncollectible accounts. Such adjustments shall be taken into consideration in determining of commissions payable for the month in which such adjustment is granted or made.

The Manufacturers’ Representative will pay all its expenses, in representing the Company’s products and servicing its accounts, and will receive no allowance or reimbursement therefore. However, the Company will supply at its expense all samples, brochure, business cards and other sales aids, which will remain Company property to be returned at the termination of this agreement (Excluding property that is not in the Representatives possession.) Also the Company will assist the Manufacturers’ Representative by supplying copies of quotation requests, quotations, sales leads, purchase orders, invoices, correspondence or any other pertinent information on a weekly basis. The Company fully understands the need for this information and will provide this information in a timely and efficient manner.

Upon the termination of this agreement the Manufacturers’ Representative shall receive full commissions on all shipments made within 12 months after the effective date of termination on all orders shipped into the territory. In the event the Company sells or otherwise disposes of it’s stock or assets, or merges or reorganizes the company in a manner which affects the production or sale of the product being promoted by the Representative, or in the event the Company changes the legal structure of its business entity, the Company shall pay the Representative commissions for all orders booked through the end of the notice period as provided in this agreement, regardless of whether or when shipped by the Company or its successor or acquirer.

All outstanding unprocessed requests for quotes shall be considered the property of the Manufactures’ Representative and shall be returned to the Manufactures’ Representative at the end of such 90 day notice period.

The Company agrees, that if it declines or unusually delays to quote an opportunity, or as a result is not competitive, the Manufacturers’ Representative reserves the right to resource this opportunity elsewhere. The Company also agrees that because of technology advancements, changing business dynamics, or customer requirements, the Representative may at this time or any time in the future represent a Principal with niche or capabilities that overlap those of the Company. The Company fully understands the Representative’s relationship with the Customer regarding the necessity to satisfy the Customer’s sourcing needs. The company agrees that representation of other Principals as described in this paragraph is not a conflict or breach of fiduciary responsibility.

The Company agrees to protect and indemnify Manufacturers’ Representative from and hold harmless from and against all liabilities, losses, damages, costs or expenses, including attorney’s fees, which may arise as the result of the product produced or services performed by the company or the failure of the Company to produce or perform as agreed with the customers. The Company further agrees at no cost to the Manufacturers’ Representative, to name REP Firm Name as “additional insured” on the Company’s product liability policy.

In view of the fact that the Employees of REP Firm Name have considerable confidential knowledge about the business of REP Firm Name, which could be injurious to such business if the Employee were to use such information for his/her own benefit, the Principal agrees not to solicit, consult, contract, or attempt to employ, any persons employed by REP Firm Name during the term of this agreement, one year after the termination of this agreement, or one year after the employee’s termination (for any reason) with Industry to Industry.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, assigns and personal representatives, including the sale of assets of the business, whether tangible or intangible, to which this Agreement pertains or is associated.

It is agreed that failure of either party to this agreement at any time or from time to time to enforce any of the provisions of this agreement shall not be construed to be a waiver of such provision or of such party’s right to thereafter enforce each, and every provision hereof.

This agreement may be modified only by mutual agreement in writing and this agreement supersedes all previous agreements between the parties, both oral and written.

Territory: The State of (List territory) and accounts agreed upon by both parties.

Accounts of the Company where commissions will not be paid to the Representative at this time is as follows:

Note: The Company understands that the customers listed in Exhibit “A” only limits the Manufacturers’ Representative regarding the Company’s business only.