SALES AGENCY AGREEMENT

SAYIN’ ENTERPRISES, LLC” SALES AGENCY AGREEMENT

This Non-Exclusive Independent Sales Representative Agreement (the “Agreement”) is made by
and between XXXX, a
[insert the state in which your company is incorporated in] corporation (“XXX, LLC”,
”) and [insert the name of the Sales Representative] (hereinafter referred
to as “Sales Representative”) is made as of [insert date] (the “Effective Date”). The Representative and
the Company may be referred to individually as a “Party” or collectively as the “Parties.”

WHEREAS, the Company is engaged in the marketing and sale of the Products (as determined and
offered by H2H Marketing); and
WHEREAS, the Company wishes to engage the Representative as an independent non-exclusive sales
representative of the Products for the Company on the terms and conditions set forth below; and
WHEREAS, the Representative wishes to market and sell the Products in accordance with the terms of
this Agreement; and
WHEREAS, each Party is duly authorized and capable of entering into this Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits
contained herein, the Parties hereby agree as follows:

1. APPOINTMENT OF SALES REPRESENTATIVE:
The Company hereby appoints Sales Representative, and Sales Representative hereby accepts
appointment as the Sales Representative for the Company to sell and promote H2H Marketing’s
products or services which include, but not limited to the following;
i. website & related software design
ii. development and troubleshooting support activities
iii. social media management & marketing
iv. mobile app design & hosting, online ads
v. digital promo displays
vi. seo, sem, ppc, logo and graphic design services
vii. general marketing services.
The Representative acknowledges that this is an independent non-exclusive appointment, and that the
Company retains the right to appoint additional representatives, without liability or obligation to the
Representative, and the Representative hereby accepts the appointment and agrees to represent and
promote the sale of the Products on a non-exclusive independent basis.
2. SALES REPRESENTATIVE’S OBLIGATIONS

In addition to any and all covenants, duties and obligations of Sales Representative set forth elsewhere
in this Agreement, Sales Representative agrees:
2.1. To use his/her best efforts to promote the sale of the Products;
2.2. Devote such time (no less than 40 hours per week), energy, and skill on an independent basis as
is necessary to sell and promote the sale of the Company’s products/ services in the Territory
during the Term of this Agreement;
2.3. To use his/her best efforts to meet the sales quotas agreed to by the parties;
2.4. To refrain from making any representations or warranties in respect of the Products, except: (i)
those representations and warranties authorized in writing by the Company, in the form of
brochures, memorandums, press releases, advertisements, specification sheets, or
correspondences, and (ii) verbal technical assistance that Sales Representative received from
the Company which was subsequently confirmed in writing by Sales Representative;
2.5. To promote the Products in strict adherence to regulatory and professional requirements, and
all applicable laws, rules, guidelines and regulations in relation to selling and marketing of the
products.
2.6. That he/she has read and understands the Code of Conduct; and that it acknowledges that any
violation of the Code of Conduct by it or any of its officers, employees or Representatives shall
constitute a material breach of this Agreement;
2.7. To render reasonable assistance to the Company, at the Company’s request, in the defense of
any and all Liabilities (as defined below);
2.8. To refrain from disparaging the Company and its subsidiaries or its Products, or from otherwise
injuring the reputation and good standing of the Company and its subsidiaries;
2.9. To not, directly or indirectly, solicit any sale of the Products or establish any branch or
distribution depot for the sale of the Products outside the Territory without the prior written
approval of the Company;
2.10. Take full responsibility for the actions of any Sales Representative Indemnitee (as defined
below);
2.11. To assist the Company, on request, in ascertaining the credit standing of and in collecting
receivables from any customer;
2.12. To attend, at its own expense, all sales meetings, training sessions, seminars, trade shows and
the like for which the Company reasonably requests attendance by Sales Representative;
2.13. To deliver all Products using documented procedures for handling, storage, packing,
preservation, and delivery of such Products;
2.14. To promptly notify the Company in writing of the following: (i) any serious regulatory action
relating to the Products; (ii) any material complaints regarding the Products; and
2.15. To comply with recalls or general corrective actions initiated by the Company.
3. Sayin’ Enterprises, LLC” Duties And Obligations
In order to assist Sales Representative in fostering the promotion and sale of the Company’s Products,
the Company agrees:
3.1. To reasonably assist Sales Representative with, and provide to Sales Representative reasonable
quantities of, advertising material, sales promotion aids, displays, catalogues, literature and
convention assistance;

3.2. To provide Sales Representative with new Product information and reasonably assist Sales
Representative in promotional activities;
3.3. To provide Sales Representative with reasonable technical assistance, through sales seminars,
meetings and training programs; and
3.4. To use commercially reasonable efforts to make Products available to the Sales Representative
to be used by customers.
4. Confidential Information
The Representative agrees that during the Term and for 2 years thereafter, to hold in strictest
confidence, and not to use, except for the benefit of The Company, or to disclose to any person, firm, or
corporation without the prior written authorization of The Company, any Confidential Information of
The Company “Confidential Information” means any of the Company’s proprietary information,
technical data, trade secrets, or know-how, including, but not limited to, research, product plans,
products, services, sales information / literature, intellectual data/information/plans/secrets/formulas,
customer lists, markets, software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, finances, or other business
information disclosed to the Representative by the Company, either directly or indirectly. The
Representative may use the Confidential Information to the extent necessary for negotiations,
discussions, and consultations with Company personnel or authorized representatives or for any other
purpose the Company may hereafter authorize in writing.

5. Nature of Relationship
Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, or similar
relationship between the Parties, or as authorizing either Party to act as the Representative of the other.
The Representative’s relationship to the Company is that of an Independent Contractor. The
Representative shall have no authority to bind the Company to any contractual terms. Nothing in this
Agreement shall create any obligation between either Party and/or a third party.
During the Term (as defined below) of this Agreement, the Representative shall use its best efforts to
sell the Products in the following geographical area (the “Territory”): Open
The Representative’s sales and promotional efforts shall be directed toward any and all business types
The Representative acknowledges that the Company has existing relationships (“Existing Customers”),
and that no compensation is payable for sales made by the Representative to the Existing Customers,
unless otherwise agreed by the Company in writing (exclusions may apply in applicable cross and up sell
scenarios).
6. Compensation
The Company shall pay the Sales Representative a weekly pay of $[insert amount] as well as a
commission and/or residual payments on sales of the company’s products and services in the Territory
as per Exhibit 1 attached hereto.
7. Sale Price Of Products

The Sales Representative agrees that the Company shall determine all prices and terms of sale for the
Products offered. The Company will notify the Representative of any price changes for these Products.
Any and all pricing changes, alterations, promotions and packaging of any sort will immediately become
effective and may be extended on an individual basis or as part of a company-wide pricing change or
promotion at the discretion of the Company. A sales pricing sheet will be provided to the representative
during the training.
8. No Conflict of Interest/Non-Compete
The Representative hereby warrants to the Company that it does not currently represent or promote
any lines or products that compete with the company/ H2H Marketing. During the Term of 2 years after
the departure from the Company, the Representative shall not represent, promote, or otherwise try to
sell in the Territory any lines or products that, in the Company’s judgment, compete with the products
and/or services offered by the company/ H2H Marketing. The Representative shall provide The
Company with a list of the companies and the products that it currently represents (if they compete
directly or indirectly with the company), and shall notify the Company in writing of any new companies
or products at such time as its promotion of those new companies and products commences. The
Representative also agrees that he/she will not divulge or share the Company’s strategies, tactics,
materials, sales process, resources, 3rd part vendors or any other process or resource that the Company,
under its judgment determines to be a proprietary process and/or resource.
9. Breach of this Agreement;
If a Party fails to cure a material breach of this Agreement, other than a breach of Section 4 within (1)
day after receipt of written notice of such breach and opportunity to cure;
This Agreement, or the actions of either Party, is found to be in violation of any law, other than a
technical violation that is curable and cured within (5) days after receipt of written notice of such
violation from the non-violating Party.
All/any commissions paid to the sales representative will cease and/or no longer be paid to the said
sales representative, in the event of termination.
10. Return of Property
Within 5 days of the termination of this Agreement, the Representative agrees to return to the
Company, all Products, samples, or models, and all documents, retaining no copies or notes, relating to
The Company’s business including, but not limited to, reports, abstracts, lists, correspondence,
information, computer files, computer disks, computers, uniform, mobile devices and all other materials
and all copies of such material, obtained by the Representative during its representation of the
Company.
Of Company by Representative
The Representative shall indemnify and hold the Company harmless of and from any and all
claims, damages, or lawsuits (including reasonable attorneys’ fees) arising as a result of
negligent, intentional, or other acts of the Representative, its employees, or its Representatives.

Of Representative by Company
The Company shall indemnify and hold the Representative free and harmless of and from any
and claims, damages, or lawsuits (including reasonable attorneys’ fees) arising as a result of
negligent, intentional, or other acts of the Company or its employees, defects in the Products
caused by the Company, or the failure of the Company to provide any products to a customer
that has properly ordered through the Representative.
11. Use of Trademarks.
The Representative recognizes the Company’s right, title, and interest in and to all service marks,
trademarks, and trade names used by the Company and agrees not to engage in any activities or commit
any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company’s right, title,
and interest therein, nor shall the Representative cause diminishment of value of said trademarks or
trade names through any act or representation. The Representative shall not apply for, acquire, or claim
any right, title, or interest in or to any such service marks, trademarks, or trade names, or others that
may be confusingly similar to any of them, through advertising or otherwise. Effective as of the
termination of this Agreement, the Representative shall cease to use all of the Company’s trademarks,
marks, and trade names.
12. Successors and Assigns
All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to
their respective successors and assigns. The provisions of this Agreement shall be binding on and shall
inure to the benefit of the successors and assigns of the Parties.
13. No Implied Waiver
The failure of either Party to insist on strict performance of any covenant or obligation under this
Agreement, regardless of the length of time for which such failure continues, shall not be deemed a
waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or
implied, to or of any breach or default in the performance of any obligation under this Agreement shall
constitute a consent or waiver to or of any other breach or default in the performance of the same or
any other obligation.
14. Governing Law
This Agreement shall be governed by the laws of the state of Pennsylvania. In the event that litigation
results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse
the prevailing party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to which the prevailing party may be
entitled.
15. Severability
Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement is held to be invalid,
illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but

this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or
unenforceable provisions had never been contained herein.
16. Entire Agreement
This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the
Parties with respect to the subject matter hereof, and supersedes any and all other prior and
contemporaneous agreements and understandings, both written and oral, between the Parties.
17. Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe
meaning or intent.
18. MISCELLANEOUS PROVISIONS
18.1 This Agreement contains the entire agreement and understanding between the parties
respecting the subject matter hereof, and supersedes all prior and collateral agreements
and understandings, regardless of form or nature between the parties respecting that
subject matter.
18.2 Other than as explicitly set forth in this Agreement, no extension, modification or
supplement to this Agreement will be effective unless made in writing and signed by a duly
authorized officer of each party.
18.3 This Agreement will be binding upon Sales Representative, the Company and their
respective successors and permitted assigns.
18.4 Any notice required, permitted or contemplated by this Agreement must be in writing, sent
by facsimile, electronic mail or nationally recognized overnight carrier, addressed to the
other party as set forth below, or to such other address as may from time to time be
substituted therefore by notice, or delivered in person to such other party. Except as
otherwise provided in this Agreement, notices sent by facsimile or electronic mail will be
effective on the date that written confirmation of the transmission of the facsimile is
received by the sender and notices sent by overnight carrier shall be effective on the
business day following written confirmation of delivery of the notice to such carrier. For
purposes of notices, the addresses of the parties will be:
If to the Company:
[insert name of the company]
[insert contact details of the company]
Attention: [insert name of the representative]
[insert contact details]
If to Sales Representative:
[insert name of the company]
[insert contact details of the company]
Attention: [insert name of the representative]
[insert contact details]

18.5 The parties agree that the breach of this Agreement may cause irreparable harm to a party.
Therefore, in addition to the other remedies specified herein, either party may enforce its
rights hereunder by all available equitable remedies, including, without limitation, the right
to obtain an injunction or specific performance.
18.6 The Company shall not be responsible for any failure or delay in performance of its
obligations under this Agreement because of circumstances beyond its reasonable control,
including, without limitation, acts of God, fires, floods, wars, civil disturbances, sabotage,
accidents, labor disputes (whether or not the employees’ demands are reasonable and
within the Company’s power to satisfy), governmental actions or inability to obtain labor,
material, equipment or transportation, nor shall any such failure or delay give the Sales
Representative any right to terminate this Agreement. If any delivery or shipment of
Products is delayed because of any such circumstance, it shall be made as soon as possible.
18.7 This Agreement may be executed in multiple counterparts, each of which will constitute an
original, but all of which together will constitute one and the same Agreement.
18.8 Notwithstanding the expiration or termination of this Agreement for any reason, rights and
obligations which by the nature should survive will remain in full force and effect.
18.9 The validity, construction and enforcement of this Agreement and all matters related
thereto or in connection therewith all be governed by the laws of the State of [insert sate].
18.10 If any provision of this Agreement is rendered or declared unlawful by reason of any
existing or subsequently enacted law or by decree or order of a court of last resort, the
remaining provisions of this Agreement will continue in full force and effect.

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

EXECUTED on behalf of The Company by:
[insert name]

Signature

………………………………………….

EXECUTED on behalf of The Client by:
[insert name]

Signature

……………………………………….

EXHIBIT A – SCHEDULE OF PAYMENT

1. [Expound on this Payment inclusive of Compensation]

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