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Sales Consultant Agreement
THIS AGREEMENT entered
into this the ___ day of _____________ 2009, by and between
__________________________ (Company), city _____________, state of ___, and
OuterSales LLC, 18401 Burbank Blvd., Suite 121, Tarzana, CA
91356
FOR AND IN
CONSIDERATION OF the mutual promises and benefits of the parties, they do hereby
agree to the following:
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The Company agrees to hire the Consultant to
perform the following: select, solicit, screen and establish new reps, agents,
distributors, resellers, consultants, systems integrators, alliance partners,
etc. (Sales Channels) that will increase the Company sales.
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The Company will pay
the Consultant a commission of ˝% on incremental business from newly
established Sales Channels by the Consultant for a period of 3 years starting
from first initial order from each individual Sales Channel. Commissions to
the Consultant will be paid within 30 days after the date of payment from the
Customer to the Company. The Company shall provide the Consultant with
monthly reports on sales from Sales Channels for accounting purposes. The
Company is not obligated to pay a commission to the Consultant on sales from
Sales Channels that Company is presently doing business with (“doing business
with” is defined as, any Sales Channel that has placed or been involved with
placing an order with the company within the last 12 months from the signing
of this agreement) plus expenses as follows:
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The Company shall pay the Consultant a fee of
$1,000.00 for expenses (faxes, phone, mailings, interviews, etc.) for 6 months
while contacting potential sales channels, to be paid each month starting with
the signing of this agreement. All expenses incurred by the Consultant will
be reimbursed to the Company out of Consultant’s commissions under
paragraph (2) prior to Consultant receiving commissions.
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Either party may cancel this agreement with a 30
days notice in writing
and delivered by certified mail. In the event the Company cancels this
agreement for any reason other than a breach of confidentiality, the Company
will pay the Consultant commissions for three years under the terms of
paragraph (2.) of this agreement.
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The Company acknowledges that the Consultant is
free to set his own work schedule related to the work performed.
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The Consultant
agrees to indemnify and hold the Company harmless from any claim or liability
arising from the work provided by the Consultant. The Consultant does not
guarantee or warrant the information obtained on behalf of the Company and
thus the Consultant won’t be liable to the Company for any loss resulting from
the reliance on information obtained by the Consultant.
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Any changes or
additions to this contract shall be in writing and signed by all parties.
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Time is of the
essence, thus work by the Consultant will commence on the signing date of this
agreement.
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The laws of the state of
California shall govern this contract.
Whereas, the Company agrees to
allow the Consultant access to certain confidential information, trade secrets,
or proprietary information relating to the affairs of the Company only for
purposes of obtaining sales & marketing information, and
Whereas, the Consultant may
review, examine, inspect, have access to, or obtain such information only for
the purposes described above, and to otherwise hold such disclosed information
confidential pursuant to the terms of this agreement.
BE IT ACKNOWLEDGED, that the
Company has or shall furnish to the Consultant certain confidential information,
and the Company may further allow the Consultant the right to inspect the
business of the Company and/or interview suppliers, employees, or
representatives of the Company, only on the following conditions:
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The Consultant
agrees to hold all disclosed, confidential or proprietary information or trade
secrets (information) in trust and confidence and agrees that it shall be used
only for the contemplated purpose, and shall not be used for any other purpose
nor disclosed to any third party without the written consent of the Company.
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No copies or
abstracts will be made or retained of any written information supplied. Upon
demand by the Company, all information, including written notes, photographs,
or memoranda, shall be returned to the Company.
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The disclosed
information shall not be disclosed to any employee, consultant, or third party
unless said party agrees to execute and be bound by the terms of this
agreement.
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It is understood
that the Consultant shall have no obligation to hold confidential any
information that is known by the Consultant or generally known within the
industry prior to the date of this agreement, or that shall become common
knowledge within the industry thereafter, as said information shall not be
deemed protected under this agreement.
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The Consultant
acknowledges the information disclosed herein as proprietary and trade
secrets, and in the event of any breach, the Company shall be entitled to
injunctive relief as a cumulative and not necessarily successive remedy
without need to post bond.
This agreement shall be binding upon and inure to
the benefit of the parties, their successors, assigns, and personal
representatives.
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