SALES REPRESENTATIVE AGREEMENT

SALES REPRESENTATIVE AGREEMENT

BETWEEN

BUIBASE LLC_

(THE “COMPANY”)

AND

___________________________________

(THE SALES REPRESENTATIVE)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company and the Sales Representative  (collectively referred to as “Parties” or individually as “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. COMMENCEMENT AND DURATION

This agreement shall be valid from _______________________until termination.

2. CONTRACT SUM

The Company shall pay the Sales Representative 2.5% commission for the life of the account two (2) weeks after the Client pays the Company.

3. THE SERVICES

The Sales Representative shall connect the Company to doctors that want to implement a Chronic Care Management or Remote Patient Monitoring program. Specifically, they shall:

1. Work with the Company and its Clients (Business Unit) to understand the Company’s products and services;
2. Provide leads;
3. Schedule meetings with leads and attend the meetings 

The Sales Representative shall also be responsive to the reasonable needs and concerns of the Company.

4. DISCLAIMER

• The Sales Representative acknowledges that although they carry out duties for the Company’s Clients, they are strictly under the Company’s instructions express or implied.
• After the account is awarded, the Sales Representative shall only need to keep relationships with the doctors but not get involved with operations.
• The Company shall not be responsible for any conflict of interest that may arise from the Sales Representative’s services to third parties.

5. NONAUTONOMY

Except as otherwise provided in this agreement, the Company will have complete control over the Sales Representative’s working time, methods, and decision making concerning the provision of the services per the agreement. The Sales Representative will not work autonomously but at the direction of the Company. 

6. NON-SOLICITATION

The Sales Representative shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Clients, or any person who had a material business relationship with the Company in the duration of this agreement.

7. NON-COMPETITION

For the duration of this agreement, and any subsequent agreement executed for the same or similar purpose, the Sales Representative shall not consult with, represent, act on behalf of, or solicit sales for any competing company or any other business engaged in the same or substantially similar, business as the Company, within any geographic area in which the Company is then conducting such business during this agreement and for (2) years after the termination of this agreement. The Parties may make any variation to this condition in writing.

8. PROHIBITION ON TRANSFER

The Sales Representative shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Sales Representative’s consent.

9. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement without limiting the Court’s jurisdiction. Parties shall act in good faith to resolve the dispute.

10. TERMINATION

• This agreement may be terminated by either Party at any time subject to a thirty (30) days’ notice.
• If the Company cancels this agreement, any account contract entered into before the cancellation shall remain valid for six (6) months.
• If the Sales Representative cancels before an account is secured, they will not be entitled to the 2.5% commission for the life of the account, but if they cancel after the account is secured, they will be entitled to the said commission.

• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

11. FORCE MAJEURE

For this agreement, “Force Majeure” means an event which a diligent Party could not have reasonably avoided in the circumstances, which is beyond the control of a Party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered as a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

12. CONFIDENTIALITY

The Parties shall not disclose, directly or indirectly to any other person, any information concerning this agreement, whether such information is stated to be confidential or not, without the other Party’s written permission. 

13. ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the Parties that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the Parties will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing.

14. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

15. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

16. NOTICES

Any notice required by this agreement or given in connection with it shall be in writing and shall be given to the appropriate Party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

THE COMPANY: ___________________________________________

        ___________________________________________

THE SALES REPRESENTATIVE: ___________________________________________

            ___________________________________________

17. ENTIRE AGREEMENT 

This agreement contains the entire understanding of the parties, and there are no commitments, agreements, or understandings between the Parties other than those expressly set forth herein. Parties will exercise utmost good faith in this agreement.

18. COUNTERPARTS

This agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.

19. HEADINGS

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

20. PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

21. SALES REPRESENTATIVE ACKNOWLEDGEMENTS 

The Sales Representative acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that the restrictions imposed are fair, reasonable, and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions.

22. GOVERNING LAW

This agreement shall be construed and enforced in accordance with the laws of the State of Michigan.

IN WITNESS WHEREOF, the Parties have executed this agreement, as set below.

Signed by the duly authorized representative of the COMPANY Signature: Name: Designation: Date:…………………………………………….……

Signed by the SALES REPRESENTATIVE Signature : Name: Date:…………………………………………….……