In consideration of the mutual agreements and covenants contained herein, the parties hereby agree as follows:
- Principal desires appoint Agent as a general sales agent for all sales of Principal's products and services.
- Agent desires to accept such appointment and to perform all the provisions of this agreement.
This Agreement shall be in force for two year effective from the date of this agreement. The Agreement will automatically renew at the end of each two-year term unless written notice of termination or modification is provided.
- AGENT'S BEST EFFORTS
Under this Agreement, Agent will devote its best efforts to register potential clients with Principal and/or provide Principal with the contact information of potential clients resulting from such efforts.
- Agent, during the term of the Agreement, shall receive a commission on the sale or rental of Principal's products to a New Client.
- Under this Agreement, a New Client is a client who
- initially contacted Agent to inquire about Principal's products and or services;
- whose contact information was provided to Principal by Agent;
- who is not an existing client of the Principal;
- and who has not purchased any products or services from Principal within five years prior to the effective date of this Agreement.
- Agent's commission on sales made pursuant to this Agreement shall be up to 50% of true net amount.
- Pre-negotiated changes to the commission rate may be made by written agreement of both Principal and Agent in order to accommodate the closing of a sale.
- If Principal accepts a job such that the percent commission to Agent under the above provisions is greater than the percent profit of the Principal, the percent commission due to Agent will be half of the percent profit of the Principal.
PURCHASE OF PRODUCTS AND SERVICES BY AGENT
Principal will provide preferred pricing to Agent should Agent choose to buy and resell Principal's products itself. Pricing will depend on product and or service and total shipment frequency and may be negotiated on a case by case basis.
PAYMENT OF COMMISSIONS
Any commission to be received under this agreement shall not be payable to Agent until payment in full for the services has been received by Principal.
All expenses for traveling, entertainment, office, clerical, maintenance, and general advertising or selling expenses that may be incurred by Agent in connection with this agreement will be borne wholly by Agent. In no case shall Principal be liable for expenses incurred by Agent unless negotiated ahead of time and stated in writing.
LIMIT ON LIABILITY
The Principal is not liable to Agent for any liability or damages suffered by the Agent resulting from delay or the failure of the Company to deliver any Products and or Services after a shipment has been secured.
OBJECTIONS TO ACCOUNTING
Agent agrees that all objections to statements of account rendered by Principal are waived, unless written notice is given by Agent within 15 days of the statement date.
Agent agrees that all confidential information, including price information, client lists, or any other proprietary information will not be disclosed to third parties for a minimum of 25 years.
- This Agreement and the agency created by it may be terminated by either party at any time by written notice.
- Upon termination, Agent must return all loaned or gifted Principal's products, all documents containing Confidential Information, and any other property belonging to Principal. All commissions due to Agent may be held until all of Principal's property has been returned and all outstanding financial transactions have been resolved to the Principal's satisfaction.
- Upon termination, all claims of commission on sales of Principal's products, and all claims of any other nature, must be made within 15 days. Claims of any nature not made within 15 days are waived.
SUCCESSORS AND ASSIGNS; MODIFICATION
This Agreement shall be binding upon the heirs, successors and assigns of the parties hereto and shall not be altered or amended in any way except in writing signed by both parties.
The laws of the State of New Jersey shall be controlling regarding the interpretation and enforcement of the covenants, terms and conditions of this Agreement.