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;
A. Sunly Solar is engaged in the marketing and sale of solar products and energy efficiency
products;
B. Sunly Solar wishes to engage the Representative as an exclusive sales representative in
accordance with the terms and conditions set forth below.
C. The Representative wishes to market and sell products in accordance with the terms of this
agreement.
D. Each party is duly authorized and capable of signing this agreement.
E. 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.
F. 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:
(a) “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).
(b) “Confidential Materials” means any tangible medium containing Confidential
Information, including but not limited to paper, electronic or magnetic media,
prototypes, products, and other materials.
(c) “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:
i. 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;
ii. the result of any work, services, or duties performed by the employee for
Sunly Solar;
iii. related to the industry or trade of Sunly Solar; or
iv. related to the current or demonstrably anticipated business, research or
development of Sunly Solar.
(d) “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.
(e) “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.
(f) “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.
(g) “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.
(h) “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:
- 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. - 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. - 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. - 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. - 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. - 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.
- 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. - 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. - 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. - 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.
- Termination of Agreement: The Representative agrees that this agreement may be
terminated as follows:
a) 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.
b) 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.
c) 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.
d) 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.
- 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. - 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 - 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. - 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. - 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. - Successors in Interest: This agreement shall be binding upon and inure to the benefit
of the successors or assigns of Sunly Solar. - 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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