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e is or may then be subject. 15. 16. IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written. Per: Name: Title: Witness [Sales Representative's Name] 5 n, or proceeding brought in any such court shall be conclusive and binding upon him and may be enforced by a suit upon such judgement in the courts of any jurisdiction to which the Sales Representativagrees, to the fullest extent he may effectively do so under applicable law, that a final judgement (to which all appeals have been taken or the time limits for appeal have expired) in any suit, actioion or proceeding brought in any such court, and any such claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. The Sales Representative ense or otherwise, any claim that he or it is not subject to the jurisdiction of any such court, any objection which he or it may now or hereafter have to the laying of the venue of any such jurisdict to this Agreement. To the fullest extent, the Sales Representative and the Company may do so under applicable law, each of them irrevocably waives and agrees not to assert, by way of motion, as a defnt. Each party irrevocably submits to the non-exclusive jurisdiction of any court sitting in the province of [Name of Province or State] over any suit, action, or proceeding arising out of or relatingovince or State]. Each of the parties hereto irrevocably attorn to the jurisdiction of the courts of the province of [Name of Province or State] with respect to any matters arising out of this Agreemeg under this paragraph) except to the extent that such waiver is in writing. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the province of [Name of Prministrators, and upon the Company and its successors and assigns. No Oral Waiver. Neither party may waive or shall be deemed to have waived any rights it or he may have under this Agreement (includin 14. Benefit and Binding Nature of Agreement. This Agreement shall enure to the benefit of and be binding upon the Sales Representative and his heirs, executors, legal personal representatives, and adAgreement may not be amended in any respect except by written instrument, signed 11. 12. 13. 4 by the parties. Any oral amendments or modifications will be of no force or effect and will be void. the parties hereto and contains all of the covenants, representations, and warranties of the respective parties. There are no oral representations or warranties between the parties of any kind. This from all manners of action, causes of action, claims, and demands whatsoever under or in respect of any such prior agreement. Entire Agreement. This Agreement constitutes the entire agreement betweenntative relating to the employment of the Sales Representative by the Company are terminated and cancelled, and the Company and the Sales Representative release and forever discharge each other of andl have no effect on the remaining paragraphs of this Agreement. Termination of Prior Agreements. Any previous agreements, written or oral, express or implied, between the Company and the Sales Represeerable from all and any other paragraphs herein except where otherwise indicated by the context of this Agreement. Any decision or declaration that one or more of the paragraphs are null and void shalphs 8 and 9 shall survive the cessation of employment regardless of how such cessation arises. Severability. Each paragraph of this Agreement shall be and remain separate from, independent of, and sevmployee, agent, or servant, any company or other entity which is a competitor of the Company. (b) (c) 10. Confidentiality Covenants to Survive Cessation of Employment. The obligations under paragrany's employees, consultants, or independent contractors; he will not be directly or indirectly engaged in, employed by, or involved with, either as partner, officer, director, shareholder, creditor, es of the Company, or with any person or entity that has been identified by the Company or the Sales Representative as a potential customer; he will not hire or solicit the services of any of the Compam the date of termination of his employment: (a) he will not solicit, take away, deal with, or transact any business or attempt to solicit, take away, deal with, or transact business with any customerl Information unless expressly authorized by the Company in advance and in writing. 9. Non-Solicitation. The Sales Representative hereby covenants and agrees that for a period of [twelve] months frol Information or use any Confidential Information for any purpose whatsoever other than for the benefit of the Company during his employment; and shall maintain secrecy with respect to the Confidentialusive property of the Company. (b) The Sales Representative hereby covenants and agrees at all times during his employment and for [twelve] months thereafter that he will not disclose any Confidentiaidential Information"), relating to or arising 3 from the business, its operations, methods, activities, procedures, computer programs, and other data of the Company, and which information is the exc(a) The Sales Representative acknowledges that during the course of his employment with the Company, he will acquire information about certain confidential matters and trade secrets (hereinafter "Confly return to the Company all sales materials given to him by the Company including, but not limited to, all product samples, business cards, brochures, and catalogues. (d) (e) 8. Confidentiality. ny any commissions related thereto upon receiving notice of the return by the Company. Return of Sales Materials. Upon termination of the employment relationship, the Sales Representative shall prompt a commission was paid to the Sales Representatives are returned after the payment of unpaid commissions set forth in this paragraph 7(d), the Sales Representative shall immediately remit to the Compa pay to the Sales Representative all unpaid commissions less any deductions set forth in paragraph 4(e) within [thirty] ([30]) days after the date of termination. If any products for the sale of whichy with at least [two] ([2]) weeks' advance notice. Payment of Unpaid Commissions. Upon termination of the employment relationship in accordance with the provisions of this Agreement, the Company shall(c) Termination by the Sales Representative. The Sales Representative may terminate his employment with the Company at any time after the conclusion of the Probationary Period by providing the Companment of the obligations set out in paragraph 7(b)(ii) above, the Company has no further obligation to the Sales Representative for notice or damages whether at common law, equity, or otherwise. (b) d without just cause, in which case the Company shall provide the Sales Representative with [two] ([2]) weeks' advance notice of termination. It is specifically understood and agreed that upon fulfill the Sales Representative at any time: (i) (ii) (iii) with just cause, in which case the Sales Representative is not entitled to any advance notice of termination or compensation in lieu of notice; ant cause with [one] ([1]) week's advance notice of termination in writing. Termination by the Company. During the Probationary Period and subsequent thereto, the Company may terminate the employment of that, during the initial [three] ([3]) month period of this Agreement (the "Probationary Period"), either party may terminate the employment relationship at any time without justifiable reason or juss may reasonably be required for sales purposes. 6. 2 7. Termination of Employment. The employment relationship may only be terminated as follows: (a) Probationary Period. The parties hereto agreeof the Sales Representative per month. Sales Materials. The Company shall provide the Sales Representative with reasonable quantities of product samples, business cards, brochures, and/or catalogues a 4. (b) (c) (e) 5. Minimum Monthly Quota. After discussion with the Sales Representative, the sales manager shall set, at his or her sole discretion, a reasonable minimum monthly quota expected he Company to the Sales Representatives on products which are returned by the customer after the date of sale shall be deducted from future commissions paid by the Company to the Sales Representative.er which contains terms and/or conditions or involves products and/or services which are not common in typical orders processed by the Company in its ordinary course of business. Commissions paid by the Sales Representative the commission percentage to be paid on all special orders and orders for which the Company allows a quantity discount or trade concession. A "special order" shall mean any ordthe Sales Representative any commission for the following products: [List products on which Sales Representative will not receive Commission]. (d) Prior to the sale, the Company shall negotiate with toducts/services to be sold by sales representative] products sold within the Territory, except as stated in Paragraphs 4(c) and 4(d) below. Except by special arrangement, the Company shall not pay to xcept as stated in Paragraphs 4(c) and 4(d) below. The Company shall pay to the Sales Representative a commission of [Commission rate in percentage format] of all credit sales for all [Describe the presentative a commission of [Commission rate in percentage format] of all prepaid sales for all [Describe the products/services to be sold by sales representative] products sold within the Territory, eh the Company, either within or outside the Territory. Remuneration. The Sales Representative shall be paid on a commission basis by the Company as follows: (a) The Company shall pay to the Sales Reprer business firm. The Sales Representative also hereby agrees and covenants that, during the duration of this Agreement, he shall not represent any business or product line which is in competition witt any other business firm during the duration of his employment with the Company. Non-Competition. The Sales Representative hereby represents and declares that he does not currently represent any othe Territory; to meet, fulfil, and satisfy the minimum monthly quota set forth in paragraph 5 below; and 2. (b) (c) (d) (e) 1 (f) 3. to inform the sales manager if he plans or intends to represence per week," "every Friday," etc.] to discuss sales activity and related issues; to immediately inform the sales manager of all problems relating to the Business and the Company's customers within thts policies, and products to potential and current customers, and to use his best efforts to promote the interests of the Company; to report to the sales manager [State frequency of reporting; ex. "onsales representative is to sell the products/services] area (the "Territory") and to promptly forward all leads and secured orders to the Company; to faithfully and accurately represent the Company, iponsible for the following duties and responsibilities: (a) to sell the Company's [Describe the products/services to be sold by sales representative] within the [Describe the geographic area in which rdance with the provisions of this Agreement. Duties and Responsibilities of Sales Representative. The Sales Representative shall be employed in the capacity of a sales representative and shall be resn, the parties hereby agree as follows: 1. Term of Employment. The employment of the Sales Representative shall commence on the date hereof and continue for an indefinite term until terminated in accoonditions of employment; NOW THEREFORE this agreement witnesses that in consideration of the foregoing and the mutual covenants and agreements set out below and of other good and valuable consideratiode Name of Employer (i.e. ABC Systems Consulting)]" (the "Business"); AND WHEREAS the Company and the Sales Representative wish to enter into a sales representative agreement governing the terms and cof [Address of Employee] (the "Sales Representative") WHEREAS the Company carries on the business of [Type of Business Carried on by Employer (i.e. Software Consulting)] under the trade name of "[Trarious legal matters. Sales Representative Agreement THIS AGREEMENT made as of [Date (i.e. July 31, 2003)] between [Name of Employer], of [Address of Employer] (the "Company") and [Name of Employee], theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all seal, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, speciIS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. 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Enabling Macros: A prompt may appear indicating that the document conSales Representative Agreement FindLegalForms.com Information This form provided under agreement with copyright holder, © Lawgical Solutions, Ltd. 2006 Note: The form you purchased includes some inte