XXX LLC SALES AGENCY AGREEMENT
This Sales Agency Agreement (the “Agreement”) is between XXX LLC, a [insert the state in which
your company is incorporated in] corporation (the “Company”) and [insert the name of the Agent’s
Business/Company/Name] (hereinafter referred to as “Sales Agent”) is made as of [insert date] (the
“Effective Date”).
WHEREAS the Company desires to engage the services of Sales Agent as an independent sales
representative on the terms and conditions set forth herein, and Sales Agent desires to represent and
sell products of the company on such terms and conditions as set forth below.; and
NOW THEREFORE, in consideration of the mutual covenants and provisions herein contained, and other
good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties
hereto the parties agree as follows:
1. APPOINTMENT OF SALES AGENT:
Subject to the provisions of the Agreement, the Company hereby appoints Sales Agent and Sales Agent
hereby accepts appointment as the Sales Agent for the products described in Exhibit A (hereinafter the
“Products”) with exclusive responsibility for the geographical areas listed on Exhibit B (hereinafter the
“Territory”). Sales Agent shall have the right to solicit orders for Products only from persons and entities
having their places of business within the Territory that agree to use the Products so ordered within the
Territory. Sales agent shall be the exclusive agent for the Company for sale of Products in the Territory
for the term of this Agreement. Except as specifically provided herein to the contrary, any sale of
Products in the Territory shall be credited as sales made by Sales Agent and Sales Agent shall be entitled
to the commission provided herein.
2. SALES AGENT’S OBLIGATIONS
In addition to any and all covenants, duties and obligations of Sales Agent set forth elsewhere in this
Agreement, Sales Agent agrees:
2.1. To use its best efforts to promote the sale of the Products throughout the Territory;
2.2. To use its best efforts to meet the sales quotas agreed to by the parties;
2.3. To bear all costs and liabilities relating to the conduct of its business, including but not limited to
the cost and expense of providing and maintaining its place of business, the wages of its
employees, the payment of commissions or other compensation to its agents or independent
contractors, and its expenses incurred for or in connection with its performance under or breach
of this Agreement;
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 Agent received from the
Company which was subsequently confirmed in writing by Sales Agent;
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 it 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 agents 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 Agent 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 Agent;
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. MARTHA, LLC’S DUTIES AND OBLIGATIONS
In order to assist Sales Agent in fostering the promotion and sale of the Company’s Products, the
Company agrees:
3.1. To reasonably assist Sales Agent with, and provide to Sales Agent reasonable quantities of,
advertising material, sales promotion aids, displays, catalogues, literature and convention
assistance;
3.2. To provide Sales Agent with new Product information and reasonably assist Sales Agent in
promotional activities;
3.3. To provide Sales Agent 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 Agent to be used
by customers.
4. COMPENSATION
4.1 Except as set forth in this Agreement, during the term of this Agreement the Company will
pay to Sales Agent an amount equivalent to 10% of the Price of each product sold in the
Territory that were generated by the Sales Agent in accordance with this Agreement.
5. SALES OBJECTIVE
5.1 The Company and Sales Agent will mutually establish sales objectives for Products to be sold
by the Sales Agent within the Territory.
5.2 The Company and Sales Agent may add new product lines to the Product list.
6. INVENTORY AND SAMPLES
6.1 From time to time the Company shall deliver to Sales Agent such items as samples, models,
literature, promotional materials (the “Samples”) for use in promoting and selling the
Products. The Company will retain all right, title and interest in and to the Samples and Sales
Agent will hold them in a fiduciary capacity and only use such Samples as permitted in this
Agreement. Upon the termination or expiration of this Agreement or upon the request of
the Company, the Sales Agent shall return all Samples to the Company. If any Samples are
lost, missing, stolen, or cannot be repaired, then the Company shall invoice Sales Agent with
respect to such Sample, and the Sales Agent agrees to pay such amount.
6.2 Sales Agent will prepare and maintain accurate, complete and current books and records
pertaining to the Samples that are owned by the Company, including but not limited to type
and quantity of each item and disposition thereof.
6.3 The Company may request a physical inventory of its property held as Consigned Inventory
by Sales Agent. The Company, at its expense, may review books and records of Sales Agent
as they relate to Consigned Inventory as well as to physically audit the Consigned Inventory,
and Sales Agent agrees to cooperate with such review.
7. SALES ACTIVITY BY MARTHA, LLC
7.1 The Company reserves the right, at any time and from time to time, throughout the term of
this Agreement, to use its employees to engage in selling, promoting and/or other related
activities concerning the Products in the Territory in the event that the Company reasonably
determines that the Sales Agent is not actively pursuing sales activities in the Territory. Any
such sales by the Company’s employees will not be credited to Sales Agent’s account for
purposes of determining the achievement of sales quotas and calculating commissions. Prior
to the commencement of any sales activity related to Products in the Territory by the
Company’s employees, the Company shall notify the Sales Agent of its intention to begin
such activities and allow for the Sales Agent to begin sales activities. If the Sales Agent
begins sales activities following receipt of such notice the Company shall not be entitled to
commence any sales activities related to the Products in the region that was the subject of
such notice.
7.2 The Company reserves the right to sell the Products within the Territory to any person or
entity offering to purchase and resell the Products as private label products so long as such
person or entity is not at such time a company or person to whom Sales Agent is actually
selling the Products. In the event that private labeling occurs, if any, within the Territory, the
Company may, but is not obligated to, modify Sales Agent’s sales quotas to reflect the
competitive impact of private labeling.
8. RELATIONSHIP OF PARTIES
Sales Agent is an independent contractor having only such authority to act for the Company as is
expressly set forth in this Agreement. Sales Agent is not authorized to enter into any commitment or
contract of any kind on behalf of the Company. The Company will not incur any liability whatsoever to
any third party by reason of Sales Agent having exceeded its authority under the appointment granted
by the Company herein or by reason of any misrepresentation by Sales Agent of its relationship to the
Company or of the Company’s products, warranties, policies, practices or procedures. Nothing
contained in this Agreement is intended to be construed as creating or implying a relationship of
principal and agent or employer and employee between the Company and Sales Agent or between the
Company and Sales Agent’s employees or agents, or a joint venture or partnership between the
Company and Sales Agent.
9. COMPLIANCE WITH LAWS AND REGULATIONS; NO CONFLICTS; DUE AUTHORIZATION
9.1 Nothing in this Agreement shall require either party to take any action which would violate
any governmental regulation or law to which either of them is subject. Sales Agent shall, at
its sole cost and expense, obtain in the Territory such governmental approvals, licenses or
permits as may be necessary to effectuate the purposes of this Agreement, and shall comply
with all federal, state and local laws, regulations and rulings of governmental bodies having
jurisdiction over Sales Agent’s business, in respect of the sale of the Products, including,
without limitation, the Act.
9.2 The Sales Agent hereby represents and warrants to the Company that neither the execution
of this Agreement by the Sales Agent nor the performance of this Agreement by the Sales
Agent or any Sales Agent Indemnitee (as defined below) will (i) violate any order, judgment
or injunction applicable to the Sales Agent or any Sales Agent Indemnitee, or (ii) conflict
with or breach any agreement to which the Sales Agent or any Sales Agent Indemnitee are a
party or by which the Sales Agent or any Sales Agent Indemnitee are bound.
9.3 Each party represents and warrants to the other party: (i) that such party is duly organized
and validly existing under the laws of the state of its organization and has full corporate
power and authority to enter into this Agreement and to carry out the provisions hereof; (ii)
such party is duly authorized to execute and deliver this Agreement and to perform its
obligations hereunder; (iii) the person executing this Agreement on such party’s behalf has
been duly authorized to do so by all requisite corporate action; and (iv) this Agreement is a
legal and valid obligation binding upon the parties and enforceable in accordance with its
terms.
10. REPORTS
Sales Agent may be requested from time to time to submit to the Company written reports of Sales
Agent’s activities performed under this Agreement. Such reports will include a listing, by name and
location, of customers contacted by Sales Agent, major opportunities being pursued, inquiries and/or
problems reported by customers, physicians and/or users of the Products, Sales Agent’s
recommendations respecting actions to be taken by the Company to secure sales, and any other
pertinent matters requested by the Company to be included in such reports, for the relevant period to
which the report applies.
11. INDEMNIFICATION AND INSURANCE
11.1 Sales Agent shall indemnify, defend and hold harmless the Company, and its officers,
directors, employees, affiliates and agents (the “Company Indemnitees”) from all claims,
damages, losses, costs and expenses (including reasonable attorneys’ fees) (the “Liabilities”)
which any Company Indemnitee may incur to the extent that such Liabilities arise out of or
result from: (i) any representation or warranty given by Sales Agent with respect to the
Products or otherwise provided by the Company, either verbally or in writing, (ii) the
manufacture, use or sale of any product which is not supplied by Company and which is sold
or combined with a Product, (iii) the breach of any representation, warranty, or covenant of
the Sales Agent contained in this Agreement; or (iv) the negligence, recklessness, gross
negligence, or willful misconduct of Sales Agent or any Sales Agent Indemnitee.
11.2 Company shall indemnify and hold harmless Sales Agent and its officers, directors,
employees, affiliates and agents (the “Sales Agent Indemnitees”) from all Liabilities which
any Sales Agent Indemnitee may incur by reason of any Products sold or furnished by
Company which result in injury, illness or death to the extent that such Liabilities arise out
of or result from the failure of the Products to meet the Product warranty set forth in
Section 15 or the recklessness, gross negligence, or willful misconduct of any Company
Indemnitee.
11.3 The party seeking indemnification hereunder (the “Indemnified Party”) shall: (i) give the
other party (the “Indemnifying Party”) notice of the relevant claim, (ii) cooperate with the
Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such claim and
(iii) give the Indemnifying Party the right to control the defense and settlement of any such
claim, except that the Indemnifying Party shall not enter into any settlement that affects
the Indemnified Party’s rights or interest without the Indemnified Party’s prior written
approval. The Indemnified Party shall have no authority to settle any claim on behalf of the
Indemnifying Party.
11.4 During the term of this Agreement Sales Agent agrees to maintain such insurance as will
fully cover any loss, theft or damage of the Consigned Inventory. Upon the request of the
Company the Sales Agent shall provide the Company with certificates of insurance
demonstrating that Sales Agent has the insurance described above.
12. CONFLICTS OF INTEREST
Sales Agent covenants that neither it nor any Sales Agent Indemnitee will engage directly or indirectly in
any activity that materially conflicts with Sales Agent’s faithful performance of the services, covenants,
commitments and obligations undertaken to be performed pursuant to this Agreement.
13. CONFIDENTIAL INFORMATION
13.1 Sales Agent acknowledges that it will have access to certain Confidential Information (as
defined below) relating to the Company or its affiliates (the “Company Group”). For
purposes of this Agreement, “Confidential Information” shall mean confidential and
proprietary information of the Company Group, whether in written, oral, electronic or other
form, including but not limited to the internal organization of the Company Group, the
names and responsibilities of its management, supervisory and technical employees,
operating plans, Inventions (as defined below), research and development activities, plans
for acquisitions and mergers, manufacturing and/or sales activities, technical information
concerning Products and related instrumentation, trade secrets, specifications, procedures,
techniques, ideas, methods, Patents (as defined below) and the names of customers and
suppliers. Confidential Information also includes the terms and existence of this Agreement,
including but not limited to the exhibits attached hereto, and all disclosures made during
the negotiations of this Agreement in its entirety.
13.2 Sales Agent covenants that it will hold all Confidential Information confidential and shall
only use such Confidential Information to satisfy its obligations under this Agreement.
During the term of this Agreement Sales Agent will be permitted, however, to disclose such
part of the Confidential Information to those of its employees and/or agents as is necessary
to be known by them to assist or enable Sales Agent to perform its services and obligations
under this Agreement, provided that such employee or agent has entered into a written
agreement of confidentiality, the terms of which are no less rigorous than the terms set
forth in this Section 12.
13.3 The restrictions on use and disclosure of Confidential Information set forth in this Section
14 shall not apply: (i) to the extent that the Confidential Information is in the public domain
without fault on the part of Sales Agent or any third party not bound by an obligation of
confidentiality; or (ii) disclosures that are mandated by court of competent jurisdiction,
provided that Sales Agent notifies the Company prior to such disclosure and takes
reasonable actions to limit the disclosure of such Confidential Information.
13.4 Upon the Company’s written demand or upon expiration or termination of this Agreement,
Sales Agent, at its own cost and expense, will promptly return all Confidential Information
to the Company to the extent held or controlled by Sales Agent in written, graphic or other
tangible form, and all copies, summaries, notes and other write-ups thereof made by Sales
Agent, or its employees and agents. The terms of this Section 12 shall survive indefinitely
the termination or expiration of this Agreement.
14. TERM AND TERMINATION
14.1 This Agreement will become effective on the Effective Date and will continue until the
[insert date] anniversary of the Effective Date. Upon the written agreement of the parties,
this agreement may be extended for additional [insert years/months] year/month terms.
14.2 This Agreement may be terminated by the Company giving written notice of termination to
Sales Agent as follows: (i) at any time upon thirty (30) days written notice from the
Company to the Sales Agent describing any material breach of this Agreement by Sales
Agent and Sales Agent fails to cure such breach within such thirty (30) day period; (ii) at any
time during the term of this Agreement if Sales Agent fails to meet its sales quotas; (iii) at
any time if Sales Agent engages in behavior that, in the Company’s reasonable
determination, is materially detrimental to the Company or its business reputation; (iv) at
any time if Sales Agent becomes insolvent or bankrupt, or files a voluntary petition in
bankruptcy, or has filed for an involuntary petition in bankruptcy; or (v) at any time
following the end of a thirty (30) day cure period if Sales Agent fails to cure any breach of a
covenant, commitment or obligation under this Agreement within thirty (30) days after
receipt of written notice from the Company of such breach.
14.3 This Agreement may be terminated by Sales Agent as follows: (i) at any time if the Company
becomes insolvent or bankrupt, or files a voluntary petition in bankruptcy, or has filed for
an involuntary petition in bankruptcy; or (ii) at any time following the end of a thirty (30)
day cure period if the Company fails to cure any breach of a covenant, commitment or
obligation under this Agreement within thirty (30) days after receipt of written notice from
the Company of such breach.
14.4 Following the termination or expiration of this Agreement: (i) Sales Agent shall discontinue
all promotion and distribution of the Products in the Territory; (ii) Sales Agent will not be
entitled to any commissions on sales of the Products that are invoiced in the Territory after
the effective date of expiration or termination of this Agreement; (iii) the Company and
Sales Agent will undertake to reconcile all matters pertaining to commission and other
amounts, if any, owed by either party to the other up to the effective date of expiration or
termination, as promptly as practicable thereafter, and will settle accounts between them
(including without limitation the return of all Consigned Inventory in accordance with this
Agreement) in good faith not later than 60 days after the effective date of expiration or
termination of this Agreement.
15. INTELLECTUAL PROPERTY
15.1 Except as granted in this Agreement, Sales Agent has no rights in or to the Company’s
trademarks, or any other trademarks, trade names or copyrights owned or used by
Company (the “Trademarks”) and Sales Agent agrees that it shall not in any way infringe
upon, harm, contest or otherwise impair the rights of Company to the Trademarks. All
material containing Trademarks, including all Samples, shall be used solely in connection
with promoting the sale of Products, and distinguishing and identifying them. Sales Agent
may not use any Trademarks in its corporate title or the corporate title of any entity it
controls. If it becomes necessary, because of conflicts with trademarks or trade names used
by third parties, to develop non-conflicting marks and names for certain parts of the
Territory, Sales Agent shall so inform Company, and such new marks and names shall be
developed by Company, and shall belong to Company, subject to Sales Agent’s license to
use them pursuant to the terms of this Section 14. The Company, on behalf of itself and its
subsidiaries, hereby grants to Sales Agent a non-exclusive, non-transferable limited license
to use the Trademarks solely in connection with its promotion, marketing and sales of the
Products in the Territory pursuant to the terms of this Agreement. Sales Agent shall have no
further rights or interest in any such Trademarks.
15.2 Sales Agent acknowledges and agrees that any patent on the Products acquired by the
Company or any of its subsidiaries and any patent applications on the Products filed by the
Company or any of its subsidiaries (the “Patents”) are the sole and exclusive property of the
Company and that throughout the term of this Agreement and following its termination or
expiration, Sales Agent will not do anything inconsistent with such ownership, will not
directly or indirectly challenge the title of the Company or any of its subsidiaries to the
same and will not attack the validity of such Patents.
15.3 Sales Agent agrees to promptly notify the Company of any unauthorized use of the
Trademarks or infringement of the Patents by others as it comes to Sales Agent’s attention.
15.4 Sales Agent shall submit to the Company all inventions, discoveries and ideas concerning
any modifications and improvements relating to the Products and related instrumentation
(the “Inventions”). Further, all such Inventions are, and shall remain, the sole property of
the Company. Sales Agent hereby assigns to the Company all of its rights, title and interest
to Inventions, and shall take such actions as is necessary to vest such rights and interests in
the Company and shall require its employees and agents to take similar actions to vest
ownership of such Inventions in the Company.
16. LIMITED WARRANTY
The Company warrants that, under normal use and service and when used in accordance with
specifications supplied by Company, the Products will be of merchantable quality. If any Products do not
comply with such warranty, Company will, at its option and expense, correct, repair, or replace any
defective Products provided, that, in all such cases that sufficient evidence is produced by Sales Agent to
establish that the Products are defective. THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESSED
OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND ALL WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY AND SPECIFICALLY EXCLUDED AND
DISCLAIMED.
17. LIMITATION OF LIABILITY
THE COMPANY’S LIABILITY UNDER THE WARRANTY SET FORTH IN SECTION 16 OR OTHERWISE WITH
RESPECT TO THE PRODUCTS OR THEIR USE (INCLUDING LIABILITY FOR CONTRACT, NEGLIGENCE OR
OTHERWISE IN TORT) IS LIMITED EXCLUSIVELY TO THE REMEDY PROVIDED IN SECTION 12, AND NO
OTHER RIGHT OR REMEDY WILL BE AVAILABLE TO ANY PERSON. IN NO EVENT WILL THE COMPANY BE
LIABLE TO THE SALES AGENT OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INDIRECT,
EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO PERSON OR PROPERTY OR LOSS
OF PROFITS OF ANY PERSON RESULTING FROM ANY CAUSE WHATSOEVER, EVEN IF COMPANY HAS BEEN
ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS OF
PROFITS. SOME STATES AND JURISDICTIONS OUTSIDE OF THE UNITED STATES DO NOT ALLOW A
LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. SALES AGENT
ACKNOWLEDGES THAT THE ALLOCATION OF RISKS AND BENEFITS UNDER THIS AGREEMENT IS BASED
ON, AND THE AMOUNTS PAID UNDER THIS AGREEMENT WOULD BE GREATER IN THE ABSENCE OF, THE
LIMITATIONS DESCRIBED ABOVE.
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 Agent, 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 Agent:
[insert name of the company]
[insert contact details of the company]
Attention: [insert name of the representative]
[insert contact details]
18.5 Except as provided for within this Agreement, no delay or failure by either party to enforce
or take advantage of any provision of this Agreement for non-performance or breach of any
obligation hereunder by the other party, or to exercise any right hereunder, will constitute a
waiver of the right of such party subsequently to enforce or take advantage of such
provision or any other provisions hereof (unless performance has been resumed or the
breach has been cured by the other party) or to exercise such right or any other right
hereunder, unless such waiver is in writing signed by a duly authorized officer of the party
against whom the waiver is claimed to apply, or unless the respective period for
enforcement, taking advantage or exercise, as the case may be, has expired by the express
terms of this Agreement.
18.6 This Agreement may not be assigned by Sales Agent except with the written consent of the
Company and any assignment that occurs without proper consent shall be deemed to be
null and void. For the purposes of this Section 18.6, a merger of the Sales Agent with or into
another entity, the sale of more than fifty percent (50%) of the Sales Agent’s equity
securities in one or a series of transactions, or the sale of substantially all of the Sales
Agent’s assets shall be deemed to be an assignment. The Company may assign this
Agreement by giving written notification to the Sales Agent.
18.7 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.
18.8 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
Agent 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.
18.9 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.
18.10 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. In
particular the following sections shall survive the expiration or termination of this
Agreement: Section 2.3, Section 2.4, Section 2.6, Section 2.7, Section 7.8, Section 12.1,
Section 13.2, Section 13.3, Section 14, Section 15, Section 16, Section 17, Section 18,
Section 18.4, Section 18.7, Section 18.10, Section 18.12 and Section 18.13.
18.11 In the event of: (i) the sale of all or substantially all of the assets of the Company to a
buyer (the “Asset Buyer”); (ii) the merger, consolidation or other business transaction in
which the Company is not the surviving entity (the “Surviving Entity”); (iii) any joint venture
partnership or similar arrangement in which the business of the Company is assumed by a
third party (“Joint Venture”); or (iv) the sale of a controlling interest of the stock of the
Company to a buyer of the stock (“Stock Buyer”), then the Company shall cause, as a part of
such transaction, for the Asset Buyer, Surviving Entity, Joint Venture or Stock Buyer, as the
case may be, to assume the terms of this Agreement effective as of the date of the sale,
merger or other transaction (the “Transaction”) including without limitation the obligation
to pay Sales Agent the commission herein in accordance with this Agreement.
18.12 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].
18.13 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 of the day and year first above
written.
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:
Pedro Roisman
Signature
………………………………………….
EXECUTED on behalf of The Sales Agent by:
[insert name]
Signature
……………………………………….
EXHIBIT A – PRODUCTS
MARTHA, LLC provides incentive for sales of the following products;
1. [list the products]
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