| SALES REPRESENTATIVE AGREEMENT |
This AGREEMENT ("Agreement") is made and effective on ________________(MM/DD/YYYY), by and
between DanceShoesOnline.com and ___________________ ("Representative")
___________________________ ________________________________ (Address).
Company desires to appoint Representative, and Representative desires to accept appointment, as a
Sales Representative of Company to sell Company's products as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows:
1. Definitions.
As used herein, the following terms shall have the meanings set forth below:
A. "Products" shall mean the following of Company's products to be sold by Representative:
Ballroom dance shoes and accessories listed in our website.
B. "Territory" shall mean the following described geographic area and/or particular accounts:
State/Country of _____________________.
2. Appointment.
Company hereby appoints Representative as its 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 Company.
3. General Duties.
Representative shall use its best efforts to promote the Products and maximize the sale of the
Products in the Territory. Representative shall also provide reasonable assistance to Company in
promotional activities in the Territory such as trade shows, product presentations, sales calls and
other activities of Company with respect to the Products. Representative shall also provide
reasonable "after sale" support to Product purchasers and generally perform such sales related
activities as are reasonable to promote the Products and the goodwill of Company in the Territory.
Representative shall report weekly to Company concerning sales of the Products and competitive
promotional ad pricing activities. Representative will devote adequate time and effort to perform its
obligations. Representative shall neither advertise the Products outside the Territory nor solicit sales
from purchasers located outside the Territory without the prior written consent of the Company.
4. Reserved Rights.
Company reserves the right to solicit orders directly from and sell directly to any end-users or other
retail buyers within the Territory. Representative's task is to solicit orders from all potential wholesale
customers in the Territory including dance store owner, dance studio operators, distributors,
resellers, dealers, value-added resellers, telemarketing companies and retail distribution chains.
5. Conflict of Interest.
Representative warrants to Company 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 Company's
judgment, compete with the Products covered by this Agreement. Representative shall provide
Company with a list of the companies and products that it currently represents and shall notify
Company in writing of any new companies and products at such time as its promotion of those new
companies and products commence.
6. Independent Contractor.
Representative is an independent contractor, 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, or (iii) allow Representative
to create or assume any obligation on behalf of Company for any purpose whatsoever.
Representative is not an employee of Company and is not entitled to any employee benefits.
Representative shall be responsible for paying all income taxes and other taxes charged to
Representative on amounts earned hereunder. All financial and other obligations associated with
Representative's business are the sole responsibility of Representative.
7. Indemnification.
A. Indemnification by Representative. Representative shall indemnify and hold Company free and
harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees)
arising out of negligence or malfeasant acts of Representative, its employees or its agents.
B. Indemnification by Company. Company shall indemnify and hold Representative free and
harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees)
arising out of defects in the Products caused by Company or failure of Company to provide any
products to a customer that has properly ordered through Representative.
8. Commission.
A. Sole Compensation.
Representative's sole compensation under the terms of this Agreement shall be a
commission computed as follows:
1) 35% commission on the total sale of product(s) sold to retail customer(s) who does not have any
agreement with the Company; and/or
2) 3% commission on total the sale of product(s) sold to the company's reseller(s) who has an
agreement (Distributorship or Agreement for the Sale of Goods) with the Company.
B. Basis of Commission.
The Commission shall apply to all orders solicited by Representative from the Territory that
have been accepted by Company and for which shipment has occurred. No commissions
shall be paid on (i) orders solicited by Company within the Territory; (ii) orders received from
outside the Territory (even if Representative receives the initial inquiry from outside the
Territory) unless otherwise agreed in writing by Company. Commissions shall be computed
on the net amount billed by Company 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; or (iii) sales to following specified accounts: No
house account is listed now, it will be listed whenever applicable.
C. Time of Payment.
The commission on a given order shall be due and payable within fifteen (15) days after the
end of the calendar month in which Company invoices the customer.
D. Commission Charge-Back.
Company shall have the absolute right to set forth 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 Company shall charge
back to Representative's account any amounts previously paid or credited to it with respect to
such cash discounts, allowances, adjustments, return or bad debts. However, Company
agrees that the amount of any cash discount provided to a customer and charged back to
Representative shall not exceed fifteen percent (35%) of the sales price.
E. Monthly Statements.
Company shall submit to Representative monthly statements of 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.
F. Inspection of Records.
Representative shall have the right, at its own expense and not more than once in any twelve
(12) month period, to inspect at reasonable times Company's relevant accounting records to
verify the accuracy of commissions paid by Company under the terms of this Agreement. If the
audit correctly reveals that Company has underpaid Representative by ten percent (10%) or
more, then Company shall reimburse Representative for the cost of the audit, in addition to the
amount of underpayment.
9. Sale of the Products.
A. Prices and Terms of Sale. Company 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 conditions, and modify, add to or discontinue Products
following written notice to Representative. Each order shall be governed by the prices, delivery
schedules, and terms and conditions in effect at the time the order is accepted, and all
quotations by Representatives shall contain a statement to that effect.
B. Quotations. Representatives shall promptly furnish to Company copies of all quotations
submitted to customers. Each quotation shall accurately reflect the terms of this Agreement.
C. Orders. All orders for the Products shall be in writing, and the originals shall be submitted
to Company. Company shall promptly furnish to Representative informational copies of all
commissionable orders obtained from customers in the Territory.
D. Acceptance. All orders obtained by Representative shall be subject to acceptance by
Company at its principal office and all quotations by Representatives shall contain a statement
to that effect. Representative shall have no authority to make any acceptance or delivery
commitments to customers. Company specifically reserves the right to reject any order or any
part thereof for any reason. Company shall send copies to Representative of any written
acceptances on commissionable orders.
E. Credit Approval. Company shall have the sole right of credit approval or credit refusal for
customers in all cases.
F. Invoices. Company shall render all invoices directly to the customers and shall send copies
of all commissionable invoices to Representative. Payments shall be made directly to
Company.
G. Collection. Full responsibility for collection from customers rests with Company, provided
that Representative shall at Company's request assist in such collection efforts.
H. Inquiries from Outside the Territory. Representative shall promptly submit to Company,
for Company's attention and handling, the originals of all inquiries received by Representative
from customers outside the Territory.
10. Product Warranty and Product Availability.
A. Product Warranty. Any warranty for the Products shall run directly from Company to the
qualified end-user of the Products and pursuant to the warranty the qualified end-user shall
return any allegedly defective Products to Company. Representative shall have no authority to
accept any returned Products.
B. Product Availability. Under no circumstances shall Company be responsible to
Representative or anyone else for its failure to fill accepted orders, or for its delay in filling
accepted orders, when such failure or delay is due to strike, accident, labor trouble, acts of
nature, freight embargo, war, civil disturbance, vendor problems or any cause beyond
Company's reasonable control.
11. Demonstration Units.
Any sample or demonstration unit ("Demonstrator") of the Products provided by Company to
Representative shall remain the property of Company. Representative shall have full responsibility of
keeping each Demonstrator in proper operating condition during the entire time that the unit is in
Representative's possession. Within five (5) days of a written request from Company, Representative
shall return each Demonstrator in good condition to Company, less reasonable wear and tear.
12. Additional Responsibilities of Representative.
A. Forecasts. Not later than the fifth (5th) day of every month, Representative shall provide
Company with a sixty (60) day rolling forecast of orders showing each prospective sale by
potential customer, Product model, intended close date, and probability.
B. Expense of Doing Business. Representative shall bear the entire cost and expense of
conducting its business in accordance with the terms of this Agreement.
C. Facilities. Representative shall provide itself with, and be solely responsible for, (i) such
facilities, employees, and business organization, and (ii) such permits, licenses, and other
forms of clearance from governmental or regulatory agencies, if any, as are necessary for the
conduct of Representative's business operations in accordance with this Agreement.
D. Promotion of the Products. Representative shall, at its own expense, vigorously promote
the sale of and stimulate demand for the Products within the Territory by direct solicitation. In
no event shall Representative make any representation, guarantee or warranty concerning the
Products except as expressly authorized by Company.
E. Customer Service. Representative shall diligently assist customers' personnel in using
the Products and shall perform such additional customer services as good salesmanship
requires and as Company may reasonably request.
F. Advising of Changes. Representative shall promptly advise Company of (i) any changes in
Representative's status, organization, personnel, and similar matters, (ii) any changes in the
key personnel, organization, and status of any major customers of Company in the Territory,
and (iii) any political, financial, legislative, industrial or other events in the Territory that could
affect the mutual business interests of Representative and Company, whether harmful or
beneficial.
G. Books and Records. Representative shall maintain and make available to Company
accurate books, records, and accounts relating to the business of Representative with respect
to the Products. Representative shall also maintain a record of any customer complaints
regarding either the Products or Company and immediately forward to Company the
information regarding those complaints.
13. Additional Obligations of Company.
A. Assistance in Promotion. Company shall, at its own expense, promptly provide
Representative with marketing and technical information concerning the Products, brochures,
instructional material, advertising literature, and other Product data.
B. Assistance in Technical Problems. Company shall, at its own expense, assist
Representative and customers of the Products in all ways deemed reasonable by Company in
the solution of any technical problems relating to the functioning and use of the Products.
C. New Developments. Company shall inform Representative of new product developments
that are competitive with the Products and other market information and competitive information
as discovered from time to time.
14. Trademarks and Trade names.
A. Use. During the term of this Agreement, Representative shall have the right to indicate to
the public that it is an authorized representative of Company's Products and to advertise (within
the Territory) such Products under the trademarks, marks, and trade names that Company may
adopt from time to time ("Company's Trademarks"). Nothing herein shall grant Representative
any right, title, or interest in Company's Trademarks. At no time during or after the term of this
Agreement shall Representative challenge or assist others to challenge Company's
Trademarks or the registration thereof or attempt to register any trademarks, marks or trade
names confusingly similar to those of Company. Company indemnifies its Representative for
all use of Company's Trademarks.
B. Approval of Representations. All presentations of Company's Trademarks that
Representative intends to use shall first be submitted to Company for approval (which shall not
be unreasonably withheld) of design, color, and other details or shall be exact copies of those
used by Company.
15. Term and Termination.
A. Term. This Agreement shall commence on December 2, 2003 and continue until
December 31, 2004 unless terminated earlier as provided herein. Thereafter, this Agreement
shall continue until terminated upon at least sixty (60) days notice by either party.
B. Termination for Cause. If either party defaults in the performance of any material obligation
in this Agreement, then the non-defaulting party may give written notice to the defaulting party
and if the default is not cured within ten (10) days following such notice, the Agreement will be
terminated.
C. Termination for Insolvency. This Agreement shall terminate, without notice, (i) upon the
institution by or against Representative of insolvency, receivership or bankruptcy proceedings or
any other proceedings for the settlement of Representative's debts, (ii) upon Representative's
making an assignment for the benefit of creditors, or (iii) upon initiation of dissolution
proceedings of the Representative.
D. Additional Commissions. In addition to any commissions already earned by
Representative but not yet paid by Company under the terms herein, Company shall pay
commissions to Representative on all orders from the Territory (i) that were solicited by
Representative, (ii) that were accepted by Company within thirty (30) days after the date of
receipt of the order by Company, and (iii) for which Company receives payments within thirty
(30) days after the date of termination of this Agreement ("Additional Commissions"). The
payment of such Additional Commissions shall only be applicable, however, if Representative
has complied in a timely manner with the provisions of subsection E. below. The schedule and
basis for Additional Commissions shall be as set forth in Section 8 above. No Additional
Commissions shall be earned by Representative or paid by Company until payment for the
order on which the Additional Commission is based is received by Company. Additional
Commissions shall be earned pro rata on partial payments received on order solicited by
Representative.
E. Return of Materials. All of Company's trademarks, trade names, patents, copyrights,
designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales
aids of every kind shall remain the property of Company. Within five (5) days after the
termination of this Agreement, Representative shall return all such items to company at
Representative's expense. Representative shall not make or retain any copies of any
confidential items or information that may have been entrusted to it. Effective upon the
termination of this Agreement, Representative shall cease to use all trademarks, marks and
trade name of Company.
16. Limitation on Liability.
In the event of termination by either party in accordance with any of the provisions of this Agreement,
neither party shall be liable to the other, because of the termination for compensation, reimbursement
or damages on account of the loss of prospective profits or anticipated sales or on account of
expenditures, investments, leases or commitments in connection with the business or goodwill of
Company or Representative. Company's sole liability under the terms of this Agreement shall be for
any unpaid commissions under Section 8 and Section 15.
17. Confidentiality.
Representative acknowledges that by reason of its relationship to Company hereunder it will have
access to certain information and materials concerning Company's business plans, customers,
technology, and products that is confidential and of substantial value to Company, which value would
be impaired if such information were disclosed to third parties. Representative agrees that it shall
not use in any way for its own account or the account of any third party, nor disclose to any third party,
any such confidential information revealed to it by Company. Company shall advise Representative
whether or not it considers any particular information or materials to be confidential. Representative
shall not publish any technical description of the Products beyond the description published by
Company. In the event of termination of this Agreement, there shall be no use or disclosure by
Representative of any confidential information of Company, and Representative shall not manufacture
or have manufactured any devices, components or assemblies utilizing Company's patents,
inventions, copyrights, know-how or trade secrets.
18. Governing Law and Jurisdiction.
This Agreement shall be governed by and construed according to the laws of the State of Illinois,
United States of America.
19. Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and supersedes any prior discussions or agreements between them. No
modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the party to be charged.
20. Notices.
Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail,
postage prepaid, return receipt requested or by recognized overnight delivery service:
If to Company:
DanceShoesOnline.com
3304 Lawrence Dr.
Naperville, IL 60564 USA
If to Sales Representative:
______________________(Printed Name).
_______________________________________(Address).
21. Non-Assignability and Binding Effect.
A mutually agreed consideration for Company's entering into this Agreement is the reputation,
business standing, and goodwill already honored and enjoyed by Representative under its present
ownership, and, accordingly, Representative agrees that its rights and obligations under this
Agreement may not be transferred or assigned directly or indirectly. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and
assigns.
22. Severability.
If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the
remaining provisions shall nevertheless remain in full force and effect.
23. Legal Expenses.
The prevailing party in any legal action brought by one party against the other and arising out of this
Agreement shall be entitled, in addition to any other rights and remedies it may have, to
reimbursement for its expenses, including court costs and reasonable attorneys' fees.
24. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
Signed by:
DanceShoesOnline.com Sales Representative
___________________________ ________________________________
DanceShoesOnline.com
(Printed Name)
SS# - -
between DanceShoesOnline.com and ___________________ ("Representative")
___________________________ ________________________________ (Address).
Company desires to appoint Representative, and Representative desires to accept appointment, as a
Sales Representative of Company to sell Company's products as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows:
1. Definitions.
As used herein, the following terms shall have the meanings set forth below:
A. "Products" shall mean the following of Company's products to be sold by Representative:
Ballroom dance shoes and accessories listed in our website.
B. "Territory" shall mean the following described geographic area and/or particular accounts:
State/Country of _____________________.
2. Appointment.
Company hereby appoints Representative as its 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 Company.
3. General Duties.
Representative shall use its best efforts to promote the Products and maximize the sale of the
Products in the Territory. Representative shall also provide reasonable assistance to Company in
promotional activities in the Territory such as trade shows, product presentations, sales calls and
other activities of Company with respect to the Products. Representative shall also provide
reasonable "after sale" support to Product purchasers and generally perform such sales related
activities as are reasonable to promote the Products and the goodwill of Company in the Territory.
Representative shall report weekly to Company concerning sales of the Products and competitive
promotional ad pricing activities. Representative will devote adequate time and effort to perform its
obligations. Representative shall neither advertise the Products outside the Territory nor solicit sales
from purchasers located outside the Territory without the prior written consent of the Company.
4. Reserved Rights.
Company reserves the right to solicit orders directly from and sell directly to any end-users or other
retail buyers within the Territory. Representative's task is to solicit orders from all potential wholesale
customers in the Territory including dance store owner, dance studio operators, distributors,
resellers, dealers, value-added resellers, telemarketing companies and retail distribution chains.
5. Conflict of Interest.
Representative warrants to Company 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 Company's
judgment, compete with the Products covered by this Agreement. Representative shall provide
Company with a list of the companies and products that it currently represents and shall notify
Company in writing of any new companies and products at such time as its promotion of those new
companies and products commence.
6. Independent Contractor.
Representative is an independent contractor, 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, or (iii) allow Representative
to create or assume any obligation on behalf of Company for any purpose whatsoever.
Representative is not an employee of Company and is not entitled to any employee benefits.
Representative shall be responsible for paying all income taxes and other taxes charged to
Representative on amounts earned hereunder. All financial and other obligations associated with
Representative's business are the sole responsibility of Representative.
7. Indemnification.
A. Indemnification by Representative. Representative shall indemnify and hold Company free and
harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees)
arising out of negligence or malfeasant acts of Representative, its employees or its agents.
B. Indemnification by Company. Company shall indemnify and hold Representative free and
harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees)
arising out of defects in the Products caused by Company or failure of Company to provide any
products to a customer that has properly ordered through Representative.
8. Commission.
A. Sole Compensation.
Representative's sole compensation under the terms of this Agreement shall be a
commission computed as follows:
1) 35% commission on the total sale of product(s) sold to retail customer(s) who does not have any
agreement with the Company; and/or
2) 3% commission on total the sale of product(s) sold to the company's reseller(s) who has an
agreement (Distributorship or Agreement for the Sale of Goods) with the Company.
B. Basis of Commission.
The Commission shall apply to all orders solicited by Representative from the Territory that
have been accepted by Company and for which shipment has occurred. No commissions
shall be paid on (i) orders solicited by Company within the Territory; (ii) orders received from
outside the Territory (even if Representative receives the initial inquiry from outside the
Territory) unless otherwise agreed in writing by Company. Commissions shall be computed
on the net amount billed by Company 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; or (iii) sales to following specified accounts: No
house account is listed now, it will be listed whenever applicable.
C. Time of Payment.
The commission on a given order shall be due and payable within fifteen (15) days after the
end of the calendar month in which Company invoices the customer.
D. Commission Charge-Back.
Company shall have the absolute right to set forth 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 Company shall charge
back to Representative's account any amounts previously paid or credited to it with respect to
such cash discounts, allowances, adjustments, return or bad debts. However, Company
agrees that the amount of any cash discount provided to a customer and charged back to
Representative shall not exceed fifteen percent (35%) of the sales price.
E. Monthly Statements.
Company shall submit to Representative monthly statements of 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.
F. Inspection of Records.
Representative shall have the right, at its own expense and not more than once in any twelve
(12) month period, to inspect at reasonable times Company's relevant accounting records to
verify the accuracy of commissions paid by Company under the terms of this Agreement. If the
audit correctly reveals that Company has underpaid Representative by ten percent (10%) or
more, then Company shall reimburse Representative for the cost of the audit, in addition to the
amount of underpayment.
9. Sale of the Products.
A. Prices and Terms of Sale. Company 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 conditions, and modify, add to or discontinue Products
following written notice to Representative. Each order shall be governed by the prices, delivery
schedules, and terms and conditions in effect at the time the order is accepted, and all
quotations by Representatives shall contain a statement to that effect.
B. Quotations. Representatives shall promptly furnish to Company copies of all quotations
submitted to customers. Each quotation shall accurately reflect the terms of this Agreement.
C. Orders. All orders for the Products shall be in writing, and the originals shall be submitted
to Company. Company shall promptly furnish to Representative informational copies of all
commissionable orders obtained from customers in the Territory.
D. Acceptance. All orders obtained by Representative shall be subject to acceptance by
Company at its principal office and all quotations by Representatives shall contain a statement
to that effect. Representative shall have no authority to make any acceptance or delivery
commitments to customers. Company specifically reserves the right to reject any order or any
part thereof for any reason. Company shall send copies to Representative of any written
acceptances on commissionable orders.
E. Credit Approval. Company shall have the sole right of credit approval or credit refusal for
customers in all cases.
F. Invoices. Company shall render all invoices directly to the customers and shall send copies
of all commissionable invoices to Representative. Payments shall be made directly to
Company.
G. Collection. Full responsibility for collection from customers rests with Company, provided
that Representative shall at Company's request assist in such collection efforts.
H. Inquiries from Outside the Territory. Representative shall promptly submit to Company,
for Company's attention and handling, the originals of all inquiries received by Representative
from customers outside the Territory.
10. Product Warranty and Product Availability.
A. Product Warranty. Any warranty for the Products shall run directly from Company to the
qualified end-user of the Products and pursuant to the warranty the qualified end-user shall
return any allegedly defective Products to Company. Representative shall have no authority to
accept any returned Products.
B. Product Availability. Under no circumstances shall Company be responsible to
Representative or anyone else for its failure to fill accepted orders, or for its delay in filling
accepted orders, when such failure or delay is due to strike, accident, labor trouble, acts of
nature, freight embargo, war, civil disturbance, vendor problems or any cause beyond
Company's reasonable control.
11. Demonstration Units.
Any sample or demonstration unit ("Demonstrator") of the Products provided by Company to
Representative shall remain the property of Company. Representative shall have full responsibility of
keeping each Demonstrator in proper operating condition during the entire time that the unit is in
Representative's possession. Within five (5) days of a written request from Company, Representative
shall return each Demonstrator in good condition to Company, less reasonable wear and tear.
12. Additional Responsibilities of Representative.
A. Forecasts. Not later than the fifth (5th) day of every month, Representative shall provide
Company with a sixty (60) day rolling forecast of orders showing each prospective sale by
potential customer, Product model, intended close date, and probability.
B. Expense of Doing Business. Representative shall bear the entire cost and expense of
conducting its business in accordance with the terms of this Agreement.
C. Facilities. Representative shall provide itself with, and be solely responsible for, (i) such
facilities, employees, and business organization, and (ii) such permits, licenses, and other
forms of clearance from governmental or regulatory agencies, if any, as are necessary for the
conduct of Representative's business operations in accordance with this Agreement.
D. Promotion of the Products. Representative shall, at its own expense, vigorously promote
the sale of and stimulate demand for the Products within the Territory by direct solicitation. In
no event shall Representative make any representation, guarantee or warranty concerning the
Products except as expressly authorized by Company.
E. Customer Service. Representative shall diligently assist customers' personnel in using
the Products and shall perform such additional customer services as good salesmanship
requires and as Company may reasonably request.
F. Advising of Changes. Representative shall promptly advise Company of (i) any changes in
Representative's status, organization, personnel, and similar matters, (ii) any changes in the
key personnel, organization, and status of any major customers of Company in the Territory,
and (iii) any political, financial, legislative, industrial or other events in the Territory that could
affect the mutual business interests of Representative and Company, whether harmful or
beneficial.
G. Books and Records. Representative shall maintain and make available to Company
accurate books, records, and accounts relating to the business of Representative with respect
to the Products. Representative shall also maintain a record of any customer complaints
regarding either the Products or Company and immediately forward to Company the
information regarding those complaints.
13. Additional Obligations of Company.
A. Assistance in Promotion. Company shall, at its own expense, promptly provide
Representative with marketing and technical information concerning the Products, brochures,
instructional material, advertising literature, and other Product data.
B. Assistance in Technical Problems. Company shall, at its own expense, assist
Representative and customers of the Products in all ways deemed reasonable by Company in
the solution of any technical problems relating to the functioning and use of the Products.
C. New Developments. Company shall inform Representative of new product developments
that are competitive with the Products and other market information and competitive information
as discovered from time to time.
14. Trademarks and Trade names.
A. Use. During the term of this Agreement, Representative shall have the right to indicate to
the public that it is an authorized representative of Company's Products and to advertise (within
the Territory) such Products under the trademarks, marks, and trade names that Company may
adopt from time to time ("Company's Trademarks"). Nothing herein shall grant Representative
any right, title, or interest in Company's Trademarks. At no time during or after the term of this
Agreement shall Representative challenge or assist others to challenge Company's
Trademarks or the registration thereof or attempt to register any trademarks, marks or trade
names confusingly similar to those of Company. Company indemnifies its Representative for
all use of Company's Trademarks.
B. Approval of Representations. All presentations of Company's Trademarks that
Representative intends to use shall first be submitted to Company for approval (which shall not
be unreasonably withheld) of design, color, and other details or shall be exact copies of those
used by Company.
15. Term and Termination.
A. Term. This Agreement shall commence on December 2, 2003 and continue until
December 31, 2004 unless terminated earlier as provided herein. Thereafter, this Agreement
shall continue until terminated upon at least sixty (60) days notice by either party.
B. Termination for Cause. If either party defaults in the performance of any material obligation
in this Agreement, then the non-defaulting party may give written notice to the defaulting party
and if the default is not cured within ten (10) days following such notice, the Agreement will be
terminated.
C. Termination for Insolvency. This Agreement shall terminate, without notice, (i) upon the
institution by or against Representative of insolvency, receivership or bankruptcy proceedings or
any other proceedings for the settlement of Representative's debts, (ii) upon Representative's
making an assignment for the benefit of creditors, or (iii) upon initiation of dissolution
proceedings of the Representative.
D. Additional Commissions. In addition to any commissions already earned by
Representative but not yet paid by Company under the terms herein, Company shall pay
commissions to Representative on all orders from the Territory (i) that were solicited by
Representative, (ii) that were accepted by Company within thirty (30) days after the date of
receipt of the order by Company, and (iii) for which Company receives payments within thirty
(30) days after the date of termination of this Agreement ("Additional Commissions"). The
payment of such Additional Commissions shall only be applicable, however, if Representative
has complied in a timely manner with the provisions of subsection E. below. The schedule and
basis for Additional Commissions shall be as set forth in Section 8 above. No Additional
Commissions shall be earned by Representative or paid by Company until payment for the
order on which the Additional Commission is based is received by Company. Additional
Commissions shall be earned pro rata on partial payments received on order solicited by
Representative.
E. Return of Materials. All of Company's trademarks, trade names, patents, copyrights,
designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales
aids of every kind shall remain the property of Company. Within five (5) days after the
termination of this Agreement, Representative shall return all such items to company at
Representative's expense. Representative shall not make or retain any copies of any
confidential items or information that may have been entrusted to it. Effective upon the
termination of this Agreement, Representative shall cease to use all trademarks, marks and
trade name of Company.
16. Limitation on Liability.
In the event of termination by either party in accordance with any of the provisions of this Agreement,
neither party shall be liable to the other, because of the termination for compensation, reimbursement
or damages on account of the loss of prospective profits or anticipated sales or on account of
expenditures, investments, leases or commitments in connection with the business or goodwill of
Company or Representative. Company's sole liability under the terms of this Agreement shall be for
any unpaid commissions under Section 8 and Section 15.
17. Confidentiality.
Representative acknowledges that by reason of its relationship to Company hereunder it will have
access to certain information and materials concerning Company's business plans, customers,
technology, and products that is confidential and of substantial value to Company, which value would
be impaired if such information were disclosed to third parties. Representative agrees that it shall
not use in any way for its own account or the account of any third party, nor disclose to any third party,
any such confidential information revealed to it by Company. Company shall advise Representative
whether or not it considers any particular information or materials to be confidential. Representative
shall not publish any technical description of the Products beyond the description published by
Company. In the event of termination of this Agreement, there shall be no use or disclosure by
Representative of any confidential information of Company, and Representative shall not manufacture
or have manufactured any devices, components or assemblies utilizing Company's patents,
inventions, copyrights, know-how or trade secrets.
18. Governing Law and Jurisdiction.
This Agreement shall be governed by and construed according to the laws of the State of Illinois,
United States of America.
19. Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and supersedes any prior discussions or agreements between them. No
modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the party to be charged.
20. Notices.
Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail,
postage prepaid, return receipt requested or by recognized overnight delivery service:
If to Company:
DanceShoesOnline.com
3304 Lawrence Dr.
Naperville, IL 60564 USA
If to Sales Representative:
______________________(Printed Name).
_______________________________________(Address).
21. Non-Assignability and Binding Effect.
A mutually agreed consideration for Company's entering into this Agreement is the reputation,
business standing, and goodwill already honored and enjoyed by Representative under its present
ownership, and, accordingly, Representative agrees that its rights and obligations under this
Agreement may not be transferred or assigned directly or indirectly. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and
assigns.
22. Severability.
If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the
remaining provisions shall nevertheless remain in full force and effect.
23. Legal Expenses.
The prevailing party in any legal action brought by one party against the other and arising out of this
Agreement shall be entitled, in addition to any other rights and remedies it may have, to
reimbursement for its expenses, including court costs and reasonable attorneys' fees.
24. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
Signed by:
DanceShoesOnline.com Sales Representative
___________________________ ________________________________
DanceShoesOnline.com
(Printed Name)
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