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Sales Representative Agreement

This Agreement is entered into this ____(Date)____ between ____(Company Name)____ an Illinois corporation, hereinafter called "Company" and hereinafter called "Sales Representative".

WHEREAS, Company is currently engaged in the sale of business forms, printing and data processing related products, and as a result of successful business operations and a significant investment of time and capital it has developed substantial goodwill and earning capacity; and

WHEREAS, Company provides training for its sales representatives in the technique and business of selling generally, and particularly in the technique and business of selling Company's products; and

WHEREAS, Company desires to employ or continue to employ Sales Representative with respect to Company's products; and

WHEREAS, Sales Representative desires to accept or continue employment selling Company's product upon the terms and conditions herein contained.

NOW, THEREFORE, in consideration of the premises, and of the compensation to be paid to the training of Sales Representative, and the other considerations to be received by Sales Representative and Company pursuant hereto, Sales Representative and Company agree as follows:

  1. Company hereby employs Sales Representative and Sales Representative hereby accepts such employment on the terms and conditions herein contained.

  2. Sales Representative's sole compensation for his services performed hereunder shall be the remuneration paid to Sales Representative in accordance with the compensation schedule which is attached hereto and made a part hereof as Exhibit "A". All commissions shall be paid to Sales Representative within 15 days of the month following the date the company receives payment. All draws, as determined by Company, shall be paid to Sales Representative on the fifteenth (15th) and thirtieth (30) days of each month.

  3. Sales Representative shall be responsible to pay all of his sales and entertainment expenses, including his own automobile.

  4. Sales Representative shall promote the sale of such of the products of Company as may from time to time be specified by Company.

  5. Sales Representative agrees to devote his entire working time to the promotion of Company's business and welfare and to use his best efforts to promote the sale of Company's products. During the term of his employment with Company, Sales Representative will not accept employment or engage in any manner, directly in any other business. Sales Representative shall perform such duties and responsibilities incidental to his employment as may from time to time be requested by Company, and shall faithfully observe Company's policies and procedures as they are made known to Sales Representative.

  6. All tangible materials (whether original or duplicates and including, but not in any way as a limitation, sample equipment, price lists, outstanding quotations, books, records, manuals, sales literature, training materials, calling or business cards, customer record cards, customer files, correspondence, documents, contracts, orders, messages, memoranda, notes, circulars, agreements, bulletins invoices and receipts) in the possession or control of Sales Representative which in any way relates or pertain to Company's business, whether furnished to Sales Representative by Company or prepared, compiled or acquired by Sales Representative while employed by Company, shall be the sole property of Company. Sales Representative agrees that he will at any time upon request of Company, and in any event promptly on termination of his employment, transfer all such materials to Company. Company shall be under no obligation to pay to Sales Representative as complied with the provisions of this paragraph.

  7. Sales Representative recognizes and acknowledges that the business of Company is highly competitive and that by reason of his employment by Company he will gain access to confidential information and trade secrets regarding Company and its business. For purposes of this agreement, the following definitions shall apply:

    1. "Trade Secrets" shall mean any business and financial methods and practices, plan, pricing, selling techniques and special methods and processes involved in designing, assembling and selling business forms, lists of Company's present customers and prospective customers, credit and financial data of Company's suppliers and present and prospective customers and particular business requirements of Company's present and prospective customers or any information whatsoever which is used in Company's business and which gives Company an opportunity to obtain an advantage over its competitors who do not know or use it, but it is understood that said terms do not include knowledge, skills or information which is common to the trade or profession of Sales Representative.

    2. "Confidential Information" shall mean information (1) disclosed to or known by Sales Representative as a consequence of or through his employment with Company and (2) not generally known to persons, corporations, organizations and others outside of Company.

    In additions, Sales Representative will develop, on behalf of Company, a personal acquaintance with Company's customers, which acquaintance may constitute Company's only contact with such customers. As a consequence thereof, Sales Representative will occupy a position of trust and confidence with respect to Company's affairs and its products. In view of the foregoing and in consideration of the renumeration to be paid utmost diligence to guard and protect said trade secrets and/or confidential information and Sales Representative will not, during or after the period of his employment with Company, either directly or indirectly, use for himself or others, or divulge to others, in any manner whatsoever, any of said trade secrets and and/or confidential information which he may develop, obtain or learn about during or as a result of which he may develop, obtain or learn about during or as a result of his employment with Company without the consent of Company.

  8. A. For a period of one (1) year following the termination of his employment by Company for cause (as more fully described in paragraph 13 hereof) or by Sales Representative for any reason whatsoever (or if this period shall unenforceable) . Sales Representative agrees that he will not contact, with a view toward selling any product competitive with any product sold or proposed to be sold by Company at the time of the termination of Sales Representative's employment, or sell any such product to, any person, firm, association or corporation:

    1. To which Sales Representative sold any product of Company during the year preceding the termination of Sales Representative's employment; see Exhibit "B".

    2. Which Sales Representative solicited, contacted, or otherwise dealt with on behalf of Company during the year preceding termination of Sales Representative's employment; or

    3. Which is known by Sales Representative to have been a customer of Company during the year preceding termination of Sales Representative's employment and which is located within the geographical territory served by Company to which Sales Representative was assigned during such year.

    Sales Representative agrees that he will not directly or indirectly make any such contact or sale either for the benefit of himself or for the benefit of any other person, firm, association or corporation, and further that he will not in any manner assist any person, firm, association or corporation to make any such contact or sale.

    B. The one-year period referred to in Paragraph 8A above shall not apply if the Company has not paid the Sales Representative all money due on a timely basis or if the Sales Representative cannot place orders with suppliers because of credit problems.

  9. The covenants contained in Paragraphs 7 and 8 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action to Sales Representative against Company, whether predicated on the Agreement or otherwise, shall not constitute a defense to the enforcement by Company of any of said covenants.

  10. In the event of a breach or threatened or intended breach of this Agreement by Sales Representative, Company shall be entitled, in addition to remedies otherwise available to company at law, or in equity or by statute, to the following particular forms of relief:

    1. in the event Sales Representative breaches Paragraph 7 or Paragraph 8. Company shall be entitled to injunctions, both preliminary and final, enjoining and restraining such breach or threatened or intended breach, and Sales Representative hereby consents to the issuance thereof forthwith in any court of competent jurisdiction.

    2. Company and Sales Representative agree that in the event Sales Representative breaches Paragraph 7 or Paragraph 8, ascertainment of Company's damages would be difficult if not impossible, and therefore Sales Representative agrees to pay to Company as liquidated damages and not as a penalty (i) thirty percent (30%) of the aggregate sales price of any sale of a competitive product directly on or indirectly consummated as a result of such a breach, or (ii) the sum of Five Hundred Dollars ($500.00) for any breach not resulting in the sale of a competitive product. In the event Company shall enforce any part of this Agreement through legal proceedings, Sales Representative agrees to pay to Company any costs and attorney's fees reasonably incurred by Company in connection therewith.

  11. Sales Representative shall not have any power or authority to accept any other agreement and/or any contract, undertaking on behalf of Company or to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of Company or to bind Company in any manner whatsoever, Sales Representative's authority to represent Company shall be confined to the solicitation of orders taken or received by Sales Representative shall be subject to acceptance by Company at one of Company's sales offices or at such other office or offices of Company as may from time to time be designated by Company in writing of such acceptance. Such orders shall be forwarded by Sales Representative to such office, for acceptance or rejection, at Company's election.

  12. This Agreement represents the complete agreement between Company and Sales Representative and supersedes all prior agreements or understandings, written or oral. This Agreement may not be modified or terminated orally, and, except for the provisions or Paragraph 13, no modification, termination or attempted waiver of any of the provisions hereof shall be binding on either party unless in writing and signed by both Sales Representative and Company.

  13. Sales Representative may terminate his employment with Company at any time, orally or in writing, in which event he shall not be entitled to any severance pay. Company may, at its election, treat any oral or written notice of future termination submitted by Sales Representative as a termination by Sales Representative effective upon receipt of such notice by Company, without incurring any liability to Sales Representative for severance pay by reason thereof.

    Company may terminate Sales Representative's employment with Company at any time by giving him written notice of such termination, except that after Sales Representative shall have been in the continuous employment of Company for at least six (6) months (whether pursuant to this Agreement or any predecessor agreement or arrangement), such written notice of termination shall be given not less than the period of time prior to such termination specified below, or in lieu of such written notice, Company, at its election, may pay to Sales Representative equivalent to his base salary for the prescribed notice period, as follows:

    Length of Service Written Notice or
    Base Salary in
    Lieu of Written Notice
    Under six months none
    Six months to three years One week
    Three years to five years Two weeks
    Five years to ton years Three weeks
    Over ten years Four weeks

    Sales Representative shall not be entitled to any termination notice or severance pay if he retires or if he is discharged for cause (including but not limited to such acts as embezzlement, theft, dishonesty, drunkenness, fighting, deliberate violation of Company policy, misuse or diversion of Company funds, or breach of this Agreement).

    Except for agreements and covenants herein specifically provided to be performed or remain in force following termination of employment, and except for payment of compensation owed to Sales Representative for services performed prior to termination, neither party hereto shall, after termination of employment, be under any further obligation to the other. without limiting the generality of the foregoing, Sales Representative agreements and covenants contained in Paragraphs 6, 7 and S. and Company's rights and Sales Representative's consent under Paragraph 10 shall survive such termination of employment.

  14. Each of the agreements and covenants contained in this Agreement shall be enforceable independently of every other agreement and covenants in this Agreement and the invalidity or nonenforceability of any agreement or covenant shall not invalidate or render nonenforceable any other agreement or covenant contained herein. The failure of either Company or Sales Representative to require the performance of any provision of this Agreement shall in no way affect the respective rights of Company or Sales Representative to enforce the same nor shall the waiver by Company or Sales Representative of any breach of any provision be construed to be a waiver of any succeeding breach or as a waiver or modification of such provision.

  15. This agreement has been negotiated by the parties in ---------, Illinois, and shall be construed and interpreted in accordance with the laws of the State of Illinois.

  16. As used herein, the term "Sales Representative" and all pronouns shall include the masculine, feminine, neuter, singular, and plural thereof, wherever context and facts require such construction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

By:________________________________
     President

Dated:_____________________________

___________________________________
Sales Representative

___________________________________
Witness

Sales Representative'S AGREEMENT
EXHIBIT "A"
Compensation Schedule

A commission will be paid to the Sales Representative on all custom orders according to the following:

45% of gross profit when gross profit is 15.00% to 39.99% 50% of gross profit when gross profit is 40.00% or higher 25% of gross profit when gross profit is 14.99% or lower

A commission will be paid to the Sales Representative on all miscellaneous or stock orders according to the following:

45% of gross profit

Gross profit is determined by Company's normal accounting procedures from time to time.

A draw against commissions of $00,000.00 per year will be paid to Sales Representative in 24 equal installments of $0,000.00 paid on the 15th and the last day of each month.

BY:_______________________________
     President

Dated:____________________________

__________________________________
Sales Representative

Dated:____________________________

__________________________________
Witness

SALES REPRESENTATIVE'S AGREEMENT
EXHIBIT "A"
Compensation Schedule

A commission of 45% of gross profit will be paid to the Sales Representative on all orders.

Gross profit is determined by Company's normal accounting procedures from time to time.

A draw against commissions of $00,000.00 per year will be paid to Sales Representative in 24 equal installments of $0,000.00 paid on the 15th and the last day of each month.

BY:_______________________________
     President

Dated:____________________________

__________________________________
Sales Representative

Dated:____________________________

__________________________________
Witness

SALES REPRESENTATIVE'S AGREEMENT
EXHIBIT "B" Account Assignment

No specific accounts will be assigned at this time. Accounts will be added as sold or assigned.

By________________________________

__________________________________
Sales Representative

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