FREE Independent Sales Representative Agreement

This agreement (“Contract”), dated June 18, 2005, is made By and Between Burns & Carlisle (hereinafter referred to as "the Company"), whose address is 1936 CR 1700, Yantis, Texas 75497, and John More (hereinafter referred to as “the Contractor”), whose address is ________________, Alba, TX 12345. This contract will be in effect for an initial period of twelve (12) months from the accepted date and shall be continued for consecutive annual periods each year thereafter, unless terminated as provided herein.

1. The Contractor will devote his or her best efforts for the solicitation of potential clients for the Company by making sales calls and setting up appointments for the Company. The Contractor’s sales calls will be made by the use of a telephone or cellular phone only. The Contractor’s telephone contacts will be in the state of Texas and in the attached territory marked Exhibit B. Assigned territories will change from time to time, as deemed appropriate by the Company. The Contractor must schedule a minimum of one (1) sales appointment the first month this agreement is in effect, two (2) sales appointments the second month this agreement is in effect, and four (4) appointments for each month thereafter, and until such time The Contractor resigns, quits, retires, or is terminated by the Company. If at any time the Contractor fails to meet the requirements set forth herein, the Contractor’s commission will be reduced as shown on Exhibit A (attached). Appointments may be rolled over from month to month. For example: If the Contractor makes six (6) appointments in any given month, The Contractor may roll over the two (2) additional appointments to the following month, and so forth. The Contractor agrees to conduct business in a professional, legal, and ethical manner.

2. The Contractor is hereby retained as an independent Contractor and not as an employee of the Company. As an independent Contractor, the Contractor shall be solely responsible to pay all applicable taxes arising from payments made to you by the Company, including, but not limited to, social security, self-employment taxes and disability insurance.

3. The Contractor agrees to indemnify and hold the Company harmless from any and all liability, claims, demands or requirements imposed by federal or state law upon self-employed individuals arising from payments made to the Contractor under this Agreement.

4. The Contractor agrees to bear all expenses incurred in the Contractors sales endeavors except those which the Company agrees to pay for in writing.

5. The Contractor agrees to make no representations, warranties or commitments binding the Company without the Company's prior consent. The Contractor will execute no agreement on behalf of the Company nor shall the Contractor hold out as having such authority. In addition, the Contractor warrants and represents to the Company that the Contractor is free to enter into this Agreement and that this does not violate any agreement heretofore made by the Contractor.

8. In full payment for all services to be rendered by the Contractor, the Company shall pay the Contractor commission earned on all Clients (hereinafter referred to as “the Contractor’s clients”) the Company is contracted with as a direct result of an appointment made by the Contractor. Commission will be paid to the Contractor according to the terms set forth in Exhibit A (attached).

9. All client appointments are subject to acceptance by the Company and the Company may reject an appointment at any time and for any reason.

10. The Company shall furnish the Contractor with copies of all invoices for the Contractor’s clients. The Contractor shall keep an accurate set of books and records regarding commissions due. Commission statements and payments shall be deposited to the Contractor’s personal bank account no later than the third Friday of each month following the month the commission is earned. Commission statements presented to the Contractor shall be deemed correct unless objections in writing are received by the Company within thirty (30) days from the issuance of same.

12. The Contractor agrees that during the term of this Agreement, the Contractor shall not engage in any type of business, directly or indirectly, any activity which might in any way be deemed competitive to the Company and that the Contractor presently is not engaged in any type of business or activity with might be deemed competitive to the Company.

13. The Company hereby employs the Contractor at will and this Agreement may be terminated by either party at any time for any reason. Said termination will be effective after either party sends to the other, by Certified Mail, Return Receipt Requested, a written notice of intent to terminate at the expiration of thirty (30) days from the date upon which such notice is mailed to the other. Such termination will then occur at the end of the thirty (30) day notice period. Notwithstanding the foregoing, the Company shall be able to terminate this Agreement immediately, without the sending of the aforesaid written thirty (30) day notice, upon the Contractor’s death, bankruptcy, or in the event the Contractor breaches any of the material terms of this Agreement.

14. In the event the Contractor sends the Company written notice of the Contractor’s intent to terminate this Agreement pursuant to Paragraph 13, the Contractor shall continue to solicit business for the Company during the aforesaid thirty (30) day period. Notwithstanding the foregoing, if the Company sends the Contractor written notice of its intent to terminate this Agreement pursuant to Paragraph 13, the Contractor shall cease soliciting clients for the Company immediately on the day said notice of termination is received by the Contractor.

15. At the termination of this Agreement, a final accounting will be made between the Parties. In the event the Contractor sends the Company notice of the Contractors intent to terminate this Agreement pursuant to Paragraph 13, the Contractor will receive full commission according to the terms set forth in Exhibit A (attached).

16. Notwithstanding the provisions contained in Paragraph 15, if the Company sends the Contractor written notice of its intent to terminate this Agreement pursuant to Paragraph 13, and the Contractor is not terminated for cause, the Company will pay the Contractor according to the terms set forth in Exhibit A (attached).

18. At the termination of this Agreement, the Contractor shall cease using any sales materials and Company information in the Contractors possession or under the Contractors control and shall return same, including all catalogs, brochures, advertising, literature and other property of the Company, immediately upon our request. The Contractor’s commission due, if any, shall not be paid until such property is received by the Company and has been returned in reasonably good condition, together with a duly executed general release.

19. Both parties acknowledge that this Agreement may not be transferred, sold or assigned to any other individual, corporation, partnership or joint venture without the Company's prior approval. Notwithstanding the foregoing, the Company shall be notified in writing of the Contractors intention to cease solicitation of clients for the Company, no less than Five (5) business days prior to the occurrence of same. In no event will the Company be bound to continue this Agreement under the same terms and conditions to the Contractor in the event the Contraction is no longer personally and actively involved in soliciting clients for the Company.

20. The Contractor shall not, at any time, employ the services of others to assist the Contractor in his/her duties as defined under the terms of this agreement.

21. The Contractor hereby covenants, warrants, and represents that the Contractor will keep confidential, both during the term of this Agreement and forever after its termination, all information obtained from the Company with respect to all trade secrets, proprietary matters, business procedures, customer lists, needs of customers, and all matters which are competitive and confidential in nature, and will not disclose this information to any person, firm, corporation or other entity for any purpose or reason whatsoever. The Company shall be entitled to an injunction restraining the Contractor from disclosing this information in the event of a breach or threatened breach of the provisions of this paragraph.

22. The Contractor agrees that while this Agreement is in effect and for a period equal to the length of time the Contractor continues to receive commission compensation as more fully defined in Exhibit A (attached), that the Contractor shall not, directly or indirectly, for himself or any other individual, partnership, corporation, or entity, solicit, represent, act on behalf of, sell or provide solicitation to any individual, partnership, corporation or entity competing against the Company. The Company agrees to pay, and the Contractor agrees to receive the aforementioned commission compensation, as fair and reasonable consideration and an adequate bargained-for exchange so that a court of competent jurisdiction will enforce the provisions of this restrictive covenant as aforesaid.

23. Any claim or controversy arising among or between the parties hereto and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by arbitration in Tyler, Texas by Three (3) arbitrators under the then prevailing rules of the American Arbitration Association.

24. In any arbitration involving this Agreement, the arbitrators shall not make any award which will alter, change, cancel or rescind any provision of the Agreement and their award shall be consistent with the provisions of this Agreement. Any such arbitration must be commenced no later than One (1) year from the date such claim or controversy arose. The award of the arbitrators shall be final and binding and judgment may be entered in any court of competent jurisdiction. In addition to the foregoing, the Company may apply to any court of appropriate jurisdiction for any of the provisional remedies it may be entitled to, including but not limited to injunction or attachment, pending the determination of any claim or controversy pursuant to the arbitration provisions of this Agreement.

25. Service of process and notice of arbitration of any and all documents and papers may be made either by Certified or Registered mail, addressed to either party at the addresses listed in the Agreement.

26. The Agreement is being made by each of the parties after each party has had an opportunity to fully review, analyze, and obtain legal counsel with respect to this Agreement and all of its terms.

27. Nothing in this Agreement shall be construed to constitute you as a partner, affiliate or employee of the Company.

28. This Agreement forms the entire understanding between the parties. It cancels and supersedes all prior agreements and understandings.

29. There shall be no change, amendment or modification of any of the terms of this Agreement unless it is reduced to writing and signed by both parties.

30. If any provision of this Agreement is held by a court of competent jurisdiction or arbitration to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired.

31. This Agreement shall be governed by the laws of the State of Texas.

The Contractor’s signature in the lower left-hand corner of the copy hereof will indicate the acceptance of the terms and conditions herein stated, and thereafter this agreement shall constitute the whole and complete agreement concerning the Contractor’s engagement for the Company which may not be orally modified or extended.

ACCEPTED: THIS DAY OF , 20 :

Consented and Agreed to:

John More Burns & Carlisle

(“The Contractor”) ("The Company")

____________________________ ________________________

By: John More By: Norma F. Burns Sales Representative President

The Contractor’s commission will be paid by the Company according to the following:

3. The Contractor will earn $1.00 on all NSF fees recovered from the Contractor’s clients.

4. Commission will be paid to the Contractor for as long as the Contractor’s clients remain an active client of the Company or until one of the following events occurs:

a. The Contractor Resigns: In the even the Contractor resigns, the Contractor will continue to received commission, as stated above, for the remainder of the year in which the Contractor’s resignation is effective and 1% on accounts for second full calendar year following resignation. The Contractor shall lose rights to all commission on their accounts beginning the third year following resignation.

b. The Contractor Retires: (The Contractor must be full retirement age eligible in accordance with Social Security which is 66 years and 8 months of age). In the even the Contractor retires, the Contractor will continue to receive commission, as stated above, for as long as the Contractor’s client is an active client of the Company.

c. The Contractor is Terminated for Misconduct: Should the Contractor be terminated by Company for “misconduct”, the Contractor shall immediately lose all commissions earned on all the Contractor’s clients.

d. The Contractor is Terminated for No-Fault: Should the Contractor be terminated by Company for no-fault of their own, the Contractor shall continue to receive commission as follows: 3%, on all accounts for the remainder of the year in which the Contractor is terminated, 2% for first full calendar year following the Contractor’s termination, and 1% for as long as the Contractor’s client is an active client of the Company.

e. The Contractor Deceased: In the even of the death of the Contractor, the Contractor’s beneficiary shall continue to receive commissions in accordance with the terms of this Agreement and as specified in this Exhibit.

5. Reduced Commission: If at any time The Contractor fails to meet the appointment requirements set forth in the General Terms and Conditions, part 1, of this contract, the Contractor’s commissions will be reduced to a rate of 1% on all accounts. The rate of 1% will continue to be in effect until such time as the Contractor makes up the missed appointments.

6. If at any time the Contractor’s client cancels their contract with the Company, the Contractor will immediately lose all commissions associated with that client.

7. If at any time the Company closes, the Contractor will immediately lose all commissions associated with that client.

Related info:
Burns & Carlisle

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