SALES REPRESENTATIVE AGREEMENT

 

 

THIS SALES REPRESENTATIVE AGREEMENT IS MADE ON THIS ………DAY OF APRIL, 2021

 

BETWEEN;

SUNLY SOLAR INC.

410 N SCOTTSDALE RD

FL 10 SUITE 1000

TEMPE ARIZONA 85281

 

-AND-

(REPRESENTATIVE) 

[Address]

[Email]

 

SALES REPRESENTATIVE AGREEMENT  

 

 

 

SALES REPRESENTATIVE AGREEMENT

 

This Sales Representative Agreement (“Agreement” is entered into by Sunly Solar Inc. “Sunly Solar” and______________________________ (“Representative”). The effective date of this agreement shall be its date of full execution, meaning the date on which the last party signs this agreement.

 

Whereas;

  1. A. Sunly Solar is engaged in the marketing and sale of solar products and energy efficiency products;
  2. Sunly Solar wishes to engage the Representative as an exclusive sales representative in accordance with the terms and conditions set forth below.
  3. The Representative wishes to market and sell products in accordance with the terms of this agreement.
  4. Each party is duly authorized and capable of signing this agreement.
  5. Each party has fully reviewed the terms of this agreement and enters the agreement of their own free will and not as the result of coercion, duress, undue influence, or on the basis of any promise or condition not contained within the provisions of this agreement.
  6. This agreement constitutes the sole and entire agreement between the parties regarding the matters contained herein.

 

  • Definitions

 

The following definitions shall be maintained throughout the provisions of this agreement:

 

  1. “Confidential Information” means any present or future information belonging to either Sunly Solar or Sunly Solar that pertains to their respective businesses, whether developed by Representative or by other Sunly Solar or Sunly Solar employees, contractors, or agents, that is confidential or proprietary in nature, and that is not generally known in the public domain. Confidential Information includes, without limitation, information regarding Sunly Solar or Sunly Solar  finances, financial condition, operations, business plans, business opportunities, purchasing activities, suppliers or potential suppliers, costs of materials, pricing, margins, sales, markets, marketing strategies, plans and ideas, customers, customer lists, customer agreements, customer purchases, customer documents, potential customers, employees, employee compensation, technical data, research, product plans, products, methodologies, services, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, Trade Secrets (defined below), Confidential Materials (defined below), Employment Inventions (defined below), Intellectual Property (defined below), or any other confidential business information of Sunly Solar or Sunly Solar that is disclosed to or obtained by Representative, directly or indirectly, whether in writing, orally, by observation or electronically (through email, computer disk, DVD, CD-ROM, or other electronic means).

 

  1. “Confidential Materials” means any tangible medium containing Confidential Information, including but not limited to paper, electronic or magnetic media, prototypes, products, and other materials.

 

  1.  “Employment Inventions” means any Invention or part thereof conceived, developed, reduced to practice, or created by an employee or representative of Sunly Solar that is:

 

  1. conceived, developed, reduced to practice, or created by the employee: (1) within the scope of the employee’s employment with Sunly Solar; (2) on Sunly Solar’s time; or (3) with the aid, assistance, or use of any of Sunly Solar’s property, equipment, facilities, supplies, resources, or Intellectual Property;

 

  1.  the result of any work, services, or duties performed by the employee for Sunly Solar; 

 

  1.  related to the industry or trade of Sunly Solar; or

 

  1. related to the current or demonstrably anticipated business, research or development of Sunly Solar.

 

  1. “Intellectual Property” means any and all patents, copyrights, trademarks, service marks, trade secrets, know how, technology, ideas, or computer software belonging to Sunly Solar or their affiliates.

 

  1.  “Inventions” means any and all inventions, products, formulations, discoveries, ideas, developments, improvements, technology, know-how, products, devices, structures, equipment, processes, methods, techniques, formulas, trade secrets, texts, research, programs, software, computer programs, source codes, data, designs, works of authorship, and or other materials, whether or not published, patented, copyrighted, registered or suitable therefore, and all intellectual property rights therein, to the extent they relate to Sunly Solar’s past, present, future, or anticipated business, research, development or trade.

 

  1. “Trade Secrets” means information, including any formula, pattern, compilation, program, device, method, technique, or process that (i) derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 

 

  1. “Termination Date” means the earlier to occur of: (i) the sixtieth (60th) day after Representative provides written notice to Sunly Solar of Representative’s desire to terminate this agreement; or (ii) the day upon which Sunly Solar provides written notice to Representative of Sunly Solar’s desire to terminate the agreement.

 

  1.  “Solar Installation” means a completed and active residential or commercial solar installation, including all proper permits, and the completion of all necessary inspections, permissions, grid connections, and electric generation monitoring.

 

OPERATIVE PROVISIONS

 

The parties hereby agree as follows:

 

  1. Term: This Agreement shall begin in full force on the execution date and shall be in effect for one year (365days). However, unless the parties jointly, or either of them in accordance with the terms set forth below, decide to terminate this Agreement it shall automatically renew for one year under the same terms set forth in this Agreement along with any modifications agreed upon in writing by the parties. This contract may renew on an indefinite basis with continuing one-year terms.

 

  1. Parties: This contract is between Sunly Solar and the Representative as an individual. While this contract may be executed by an authorized agent of Sunly Solar, that agent is not a party to this agreement and is not bound or liable under its terms as an individual.

 

  1. Nature of Relationship: The Representative shall be an exclusive, full-time sales representative for Sunly Solar and agrees not to engage in any other sales activity for any other organization during the term of their employment with Sunly Solar. Sunly Solar agrees to compensate Representative in accordance with the pay structure outlined by the Sunly Solar Dealer “Dealer” that representative is placed under. Such compensation will be provided by the Dealer to Representative. Representative represents and agrees to all terms, provisions, and definitions contained in this agreement.

 

  1.  Responsibilities: Representative will source and generate his or her own leads through various lead generation strategies. Although Representative may receive leads from Sunly Solar from time to time, Representative is not entitled to receive such leads and should not expect to receive leads from Sunly Solar.

 

  1. Territory: Representative shall be assigned a designated sales territory by Sunly Solar on a regular basis. The Representative understands that it is their responsibility to provide their own transportation to and from their assigned territory. Representative shall be responsible for the management of their sales territory and agrees to record all efforts for direct sales in that area and to report those efforts back to Sunly Solar in accordance with any applicable Sunly Solar policy or practice.

 

  1. Authorization and Licensing: The Representative shall not perform any services for Sunly Solar unless such Representative (1) is authorized by Sunly Solar to perform such services in that area, (2) is properly licensed to perform such services in that area, and (3) has secured all necessary permits or licenses for the services the Representative is performing in that area. The Representative represents and agrees that prior to performing any services for Sunly Solar  in any area;  the Representative will contact Sunly Solar and notify Sunly Solar of the locations where Representative intends to perform services. The Representative agrees and represents that such Representative will complete all necessary licensing applications and submit all necessary applications or forms before performing any services for Sunly Solar. The Representative agrees to provide accurate and truthful information on all applications for licensing and to any governmental entity that requests any information from Representative for purposes of licensing, permits, or other requirements for the performance of Representative’s services under this agreement. The Representative’s failure to obtain any license or permit necessary or required for Representative to perform services under the terms of this agreement shall result in the immediate termination of Representative’s employment and this agreement.

 

  1. Schedule: The Representative shall be solely in charge of deciding what days and times they will work in their designated sales territory. However, the Representative shall perform a minimum of twenty (20) hours per week of direct sales activities in their designated area. All time spent on direct sales shall be verified and reported back to Sunly Solar through methods approved by Sunly Solar.

 

  1. Mandatory Meetings and Trainings: Representative shall attend all required meetings and trainings that may be scheduled by Sunly Solar. Attendance of such meetings and trainings shall not be factored into Representative’s forty (20) hours of required direct sales work.

 

  1. Transportation: As stated above in section 5, Representative shall be responsible to provide their own reliable transportation to and from their sales territory. Sunly Solar shall not be responsible or liable in any form or for any reason for damage that may occur to Representative personal vehicle or to any other person or property, whether by accident or other means, which occurs while Representative is traveling to and/or from their sales route. Similarly, Sunly Solar shall not be responsible for injuries to Representative or any other person, which occur during or as a result of Representative traveling to and/or from their designated sales territory. Should any third party pursue damages related to incidents arising under this section, the Representative agrees to indemnify and hold Sunly Solar harmless from such actions.

 

  1. Code of Conduct: The Representative agrees to be honest and ethical when acting on behalf of Sunly Solar. If a customer complains to Sunly Solar or cancels an account with Sunly Solar because of Representative’s alleged dishonest, unethical or improper conduct, or because of an alleged violation of any of Sunly Solar’s policies, directives and/or procedures, the Representative represents and agrees that Sunly Solar may immediately and without further investigation into the allegations terminate Representative’s employment and this agreement. The Representative further represents and agrees that the Representative shall be liable and responsible to Sunly Solar for any and all fines, damages, and attorney’s’ fees and costs incurred by Sunly Solar as a result of any dishonest, unethical or improper conduct by the Representative or because of any violation by Representative of any of Sunny Solar’s policies, directives and/or procedures. oThe Representative shall faithfully, and to the best of Representative’s ability, perform all of the services and duties required under the expressed or implicit terms of this agreement, all to the satisfaction of Sunly Solar.
  2.  Termination of Agreement: The Representative agrees that this agreement may be terminated as follows:
  1. Termination upon notice: Either party may terminate this agreement at the end of its natural one-year term, by properly delivering written notice to the other party sixty (60) days prior to the one-year term date.
  2.  Termination by Representative. If Representative terminates this agreement for any reason prior to the end of its natural one-year term, Representative agrees and understands that Representative may not be entitled to any subsequent compensation, regardless of whether Representative would have been eligible or entitled to such compensation had Representative not prematurely terminated this agreement. Sunly Solar, in its sole discretion, may still compensate the Representative if the Representative has properly and formally communicated a valid reason for discontinuing their employment. Examples of potentially valid reasons may include, Representative wanting to make a career change in a different industry or Representative moving outside from an area where Sunly Solar. In cases where Sunly Solar determines that it will still pay commissions on any sales made by the Representative, such commissions will be paid at the lowest commission rate that Sunly Solar has in place on the date of Representative’s voluntary termination. However, Sunly Solar will only pay such commissions if Representative continues to work with customers through the end of the solar installation process. Further, Sunly Solar will hold all commissions until all pertinent projects are fully completed and Representative shall be responsible for any “charge backs” on such projects. The Representative will NOT be eligible for any advances, bonuses or overrides they would have otherwise received after the termination of this agreement. 
  3. Termination of Agreement by Sunly Solar for cause. If Sunly Solar terminates this agreement for Cause, the Representative agrees and understands that such Representative will not be entitled to any compensation subsequent to that termination and will forfeit any bonuses or incentives. For this section, “Cause” shall include, but is not limited to: (i) commission of a crime involving moral turpitude, theft, fraud or deceit, (ii) conduct which brings Sunly Solar, or any of its related entities into public disgrace or disrepute; (iii) Representative’s death; (iv) failure to meet Sunly Solar’s volume standards for sales; (v) violation of the policies, procedures, or any provision in this agreement; (vi) sexual harassment; (vii) falsification of paperwork; (ix) failure to perform any of Representative’s obligations under this agreement, or (x) failure or inability to obtain any necessary or required license(s) or permit(s), (xi) defamation of character of Sunly Solar or any of Sunly Solar employees, customers, agents, or related entities by Representative.
  4. Termination of Agreement by Sunly Solar without cause. If Sunly Solar terminates this Agreement other than for cause, the Representative agrees and understands that Representative’s eligibility for all compensation for Representative’s sales that have not been received will not be affected and the payment of those earnings to Representative will be governed by this agreement as though Representative worked the entire term of the agreement.
  1.  Amendments, Modifications, Waivers: Any amendments, waivers, or modifications to the terms or provisions of this agreement shall only be valid if agreed upon by both parties in a writing executed with the same formality as this agreement No waiver of any of the provisions of this agreement shall be deemed to or shall constitute a waiver of any other provisions of this agreement (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing. Any failure to insist upon strict compliance with any of the terms and conditions of this agreement shall not be deemed a waiver of any such terms or conditions.

 

  1. Notices, Communications: All notices and official communications required or permitted under this agreement shall be in writing and shall be deemed delivered when delivered in person or on the fifth day after being deposited in the United States mail, postage paid, addressed as follows:

Sunly Solar Inc. 

410 N Scottsdale Rd

Fl 10 Suite 1000

Tempe Arizona 85281

 

  1.  Severability: This agreement supersedes all prior agreements, written or oral, between Representative and Sunly Solar concerning the subject matter hereof. Whenever possible, each provision of this Agreement shall 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 shall not affect any other provision or any other jurisdiction, but this agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
  2.  Entire Agreement: This Agreement, together with all of the Exhibits referenced herein and attached hereto, represents the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior representations and agreements, whether oral or written, pertaining to the subject matter hereof, and cannot be modified, changed, waived or terminated except as outlined in the terms of this agreement. No course of conduct or trade custom or usage will in any way be used to explain, modify, amend or otherwise construe this agreement.
  3. Applicable Law: The parties agree that this Agreement shall be construed in accordance with, and governed by, the laws of the State of Arizona, without regard to the application of conflicts of law principles. The parties agree that any suit, action or proceeding arising out of or relating to this agreement must be instituted in a state court of competent jurisdiction located in Maricopa County, Arizona and the parties hereby irrevocably submit to the exclusive jurisdiction of any such court.
  4. Successors in Interest: This agreement shall be binding upon and inure to the benefit of the successors or assigns of Sunly Solar.
  5. Headings: The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

 

BY SIGNING THIS AGREEMENT, REPRESENTATIVE ACKNOWLEDGES THAT REPRESENTATIVE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT AND THAT REPRESENTATIVE IS VOLUNTARILY ENTERING INTO THIS AGREEMENT.

 

____________________________________________

Representative’s Printed Name

____________________________________________ Date____________

Representative’s Signature

____________________________________________ Date____________

 

BY: Sunly Solar Inc. 

410 N Scottsdale Rd

Fl 10 Suite 1000

Tempe Arizona 85281

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