Contract Salesperson Agreement

CONTRACT SALESPERSON AGREEMENT

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Salesperson"). Salesperson desires to provide sales and marketing services on behalf of Company Name for a fee. Company desires to have Salesperson render certain sales, marketing and advertising services (the "Services") as set forth in Exhibit B. In consideration of the mutual covenants set forth in this Agreement, Company and Salesperson hereby agree as follows.

Engagement of Services

Salesperson agrees to render to Company services in connection with the planning, preparing and creation of marketing services for Company as follows:

Provide sales consulting services to Company in the form of an analysis of Company's current products, goods or services as it relates to Company's present customers and/or target markets. Develop sales strategies and creative content for Company for approval for use in present and future marketing programs. Develop Point of Purchase (POP) displays and merchandising. Design, contract or otherwise arrange for the preparation of creative content, advertising, campaign management and other related services.

Execute sales, advertising and marketing services as agreed upon in Exhibit B. Provide other services as Company may request from time to time, such as content creation, assistance to Company's staff and employees, market research, analysis or additional project consulting.

Services

Salesperson agrees to develop and perform the sales, advertising and consulting services pursuant to the specifications set forth in Exhibit B attached hereto (the "Services").

Salesperson Commissions

Salesperson shall earn a commission for all sales completed according to the Services and according to the commission and compensation schedule set forth in Exhibit A. Company shall not be responsible for commissions and compensation earned by Salesperson for sales that are later canceled, returned, revoked, made invalid, result in a chargeback or are otherwise not credited to the Salesperson for any reason. Company reserves the right to deduct commissions and fees paid to Salesperson from future commissions in order to bring incorrect commissions paid to Salesperson into balance.

Ownership Rights

Salesperson shall endeavor to ensure that Company shall be able to retain, under the fullest extent under the law, all customer lists, contracts, records and all intellectual property rights in any text, images or other components created for Company pursuant to this agreement. Salesperson agrees that any material, content, plan or idea prepared by Salesperson or submitted to Company for approval at any stage which is not utilized at the termination of this agreement, shall remain the property of Company. Upon termination or expiration of Agreement, Salesperson agrees to be solely responsible for returning any Company materials, process documents, customer lists, contract lists, internal documents or advertisements.

Salesperson may not copy or remove these company materials for any reason not related to the performance of his or her duties under this agreement.

Non-Solicitation and Non-Compete

Salesperson agrees not to provide any services or consulting for, or enter into any agreement with any company or individual engaged in a similar line of business, whether they compete directly or indirectly with Company for a period of Insert number of years years after the expiration of this agreement. Salesperson warrants that he or she is not currently subject to any agreement which limits, prevents or precludes his or her ability to render all of the services listed in Exhibit B. Further, Salesperson may not directly or indirectly solicit or influence any Company employee, agent, vendor or representative for the purpose of leaving the employment or existing relationship established with Company Name.

Confidentiality

Salesperson acknowledges and agrees that the Services and all other documents and information related to the engagement of sales, marketing or advertisement development (the "Confidential Information") will constitute valuable trade secrets of Company. Salesperson shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public in any advertising medium or channel (displayed or placed) prior to the engagement of Salesperson to provide services, or information which was provided to Salesperson by Company for publication as a requirement of fulfillment of the Services.

Limited Warranty and Limitation on Damages

Salesperson agrees to indemnify and hold Company harmless with respect to any claims, loss, lawsuit, liability or judgment suffered by Company that results from the use of any quote, estimate, proposal or material prepared or execution of service by Salesperson or at the direction of Salesperson which has been materially changed from the Services by any advertisers, publishers, hosts, radio and television broadcasts, quotes, testimonials, print journalism or other third-party entity. Salesperson agrees to obtain and/or maintain in force for the length of this agreement, at Salesperson's expense, an appropriate liability policy or policies, having a minimum limit of Insurance Coverage, naming Company as an additional insured and loss payee under such policy or policies as applicable. In the event of any litigation, proceeding, or suit against Company or in the event of a court action challenging any quote, estimate, proposal, promise or advertising or marketing service prepared by Salesperson, Salesperson shall assist in the preparation of defense of such action and cooperate with Company.

Company acknowledges that Salesperson is not responsible for the results obtained by Company from any sale, estimate, proposal, quote, creative, advertising, programs, ideas or execution thereof. Salesperson waives any claim for damages, direct or indirect, and agrees that his or her sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Salesperson as set forth in Exhibit A attached hereto.

Independent Contractor

Salesperson will be retained as independent contractor. Salesperson will be fully responsible for payment of his or her own income taxes on all compensation earned under this Agreement. Company will not withhold or pay any income tax, social security tax, or any other payroll taxes on Salesperson's behalf. Salesperson understands that he or she will not be entitled to any fringe benefits that Company provides for its employees generally or to any statutory employment benefits, including, without limitation, worker's compensation or unemployment insurance.

Resources and Equipment

Company agrees to make available to Salesperson, for Salesperson's use in performing the services required by this Agreement, all sales material, sales kits, logos, graphics, photos, branding, collateral, items of hardware and software as Company and Salesperson may agree are reasonably necessary for such purpose.

General Provisions

1 Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Company and Salesperson and their respective successors and assigns, provided that Salesperson may not assign any of his or her obligations under this Agreement without Company's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 Right to Withhold Content, Creative and Services

In the event Company fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Salesperson has the right to withhold further sales activity and consulting, creative content and services performed for or on behalf of Company until payment in full is made, plus accrued late charges of 1 1/2% per month.

7 Indemnification

Salesperson agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the quotes, estimates, promises, warranties, proposals, services, creative or other content, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney's fees arising out of injury caused by Salesperson's activity or non-delivery of products/services, material supplied by Company, copyright infringement, and defective products sold via the advertising or services. Further, Company agrees to indemnify Salesperson from responsibility for problems/disruptions caused by third-party services and contractors that Company may use, such as fulfillment resources, media buyers, transportation, merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the execution by Salesperson of the services outlined in this agreement.

8 Use of Company Marketing Material, Services, and Creative Content for Promotional Purposes

Company grants Salesperson the right to use the creative content, description of services performed, results of services and campaign data as he or she sees fit for promotional purposes.

9 No Responsibility for Theft

Salesperson has no responsibility for any third party theft of all or any part of the content, ideas, or services provided to Company by Salesperson that is not the result of Salesperson's negligence.

10 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

11 Term of Agreement

This agreement shall begin on Start Date and shall continue in full force until terminated by either party upon at least (30) days prior written notice.

Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below: