This Commission sales agreement is made in two original copies between:
(1)North Bay Sportswear ( the "Principal")
Whereas the Principal wishes to market the products and services as described in Schedule A
And whereas the Agent is prepared to sell the Products on behalf of the Principal in return for a commission and other compensation listed in Schedule C
It is agreed as follows:
1.01 The Principal grants the Agent an exclusive right to sell the Products on behalf of the Principal within the territory and for the period described in Schedule B (the "Selling Rights")
Commencing on ____________.(date)
1.02 The Agent may not sell or attempt to sell the Products outside of the territory described in Schedule B.
1.03 The Agent shall use his or her best efforts to sell the Products for the duration of the Selling Rights. At the request from time to time of the principal, the Agent shall attend sales meetings at the home office and furnish the Principal with a reasonably detailed written report on his/her efforts to sell the Products in the period specified by the Principal.
1.04 The Agent shall clearly identify themselves as a duly authorized sales agent of the Principal in the course of their efforts to sell the Products on behalf of the Principal and may not sell the Products in their own name.
2.01 The Principal shall fix the selling prices of the Products and the Agent may only sell the Products at the selling prices fixed by the Principal.
3.01 The Agent shall obtain written orders for the Products from buyers, signed by or on behalf of the buyers, and remit the orders to the Principal.
3.02 The Principal shall use its best efforts to fill orders duly remitted by the Agent in accordance with this agreement as expeditiously as possible.
4.01 The Principal shall pay the Agent a commission based on the conditions set forth in Schedule C (the "Commissions"), exclusive of any sales taxes,of each order or part of each order of Products duly remitted by the Agent in accordance with this agreement which is paid for in full, inclusive of any sales taxes, and which is not subsequently returned for a refund.
4.02 The Principal may accept the return of Products for a refund or partial refund in its sole desecration.
4.03 The Agent is not entitled to any compensation for services performed or expenses incurred in connection with this agreement.
5.01 At the request of the Agent, the Principal shall train the Agent in the proper use of the products.
ADVERTISING AND INFORMATION MATERIALS
6.01 For the duration of the Selling Rights, the Principal shall furnish the Agent, at the Principal's cost, with reasonable quantities of advertising and user information materials to aid the Agent in selling the Products.
7.01 The Agent shall not do or permit anything to be done to prejudice the market image of the Products of the Principal.
RESTRAINT OF COMPETITION
8.01 The Agent shall not sell, or in any way assist anyone else to sell, any products that compete with the Products of the Principal within the territory described in Schedule B for the duration of the Selling Rights without the written consent of the Principal.
9.01 The Agent shall keep the Principal's business secrets, including but not limited to customer, supplier, logistical, financial, research, and development information, confidential and shall not disclose them to any third party during and after termination of the selling rights without the written consent of the Principal.
SUMMARY TERMINATION OF THE SELLING RIGHTS
10.01 If the Agent breaks any term of this agreement, the Principal may summarily terminate the Selling Rights on notice in writing to Agent.
11.01 On termination of the Selling Rights for any reason, the Agent shall immediately cease to describe themselves as an authorized sales agent of the Principal and cease selling the Products.
12.01 The Agent shall not assign the benefit of this agreement or sub contract this obligations under this agreement without the consent in writing of the Principal, which consent may be withheld without good reason.
13.01 The Agent accepts and acknowledges that the terms of this agreement are in addition to and do not detract from the ordinary fiduciary duties owed by the Agent to the Principal.
14.01 If any provision or part of any provision in this agreement is void for any reason, it shall be severed without affecting the validity of the balance of the agreement.
14.02 Nothing in this agreement is intended to constitute a partnership or a master and servant relationship between the parties.
14.03 This agreement binds and benefits the parities and their respective heirs, executors, administrators, personal representatives, successors and assigns.
14. 4 This Agreement is governed by the laws of the State of California.
Executed on __________________.
Signed, sealed, and delivered in the presence of:
(Signature of witness for the Principal) (Signature of Principal)
(Signature of witness for the Agent) (Signature of Agent)
Sales Contract * Schedule A (the products) *Schedule B (selling rights) *Schedule C (In house Sales) *Schedule C (Outside Sales)