This Agreement is made in [specify State] as of [specify], between [Name of Company], a [specify State] corporation, having its principal place of business at [specify address] (hereinafter called "the Company") and [Sales Representative's Full Legal Name and D/B/A (if different from Legal Name)] having its principal place of business at [specify address] (hereinafter called "Representative").

A. The Company markets various [specify] products in the United States.

B. The Company desires to obtain the services of Representative, and Representative desires to provide services to the Company in accordance with the terms, conditions and covenants set forth in this Agreement. Accordingly, in consideration of the mutual covenants and undertakings set forth herein, the parties hereby agree as follows:

1. Appointment and Acceptance.

A. The Company hereby appoints Representative as one of the Company's independent sales representatives to solicit orders for those [specify] products marketed from time to time by the Company.  Representative's appointment shall not be applicable to any other products marketed by the Company.

B. Representative shall solicit orders for Company Products in the geographic territory designated on Exhibit "A" (hereinafter called "the Territory"). Representative shall not solicit orders for Company Products in any other geographic territory. The Company shall have the right, from time to time, at its sole discretion, to change the scope of the Territory. In any such instance, the Company shall issue a new Exhibit "A" to Representative reflecting such change, which shall, as of the effective date stated thereon, supersede the prior Exhibit "A". Representative acknowledges and agrees that it neither has, nor will acquire, any vested or proprietary right or interest with respect to the Territory, any Company customers in the Territory, or any Company customer lists. Representative further acknowledges and agrees that any goodwill accruing in the Territory during the term of this Agreement with respect to the Company or Company Products shall be considered the property of the Company rather than Representative.

C. Notwithstanding anything contained herein, unless specifically authorized by the Company in writing, Representative shall not solicit orders for the Products from any O.E.M. or private label accounts, it being understood and acknowledged by Representative that the Company may solicit orders from such accounts directly (in which case they shall be considered "Reserved Factory Accounts") or may authorize other specially appointed Company sales representatives to solicit orders from such accounts. Further, the Company shall have the right, from time to time, at its sole discretion, to designate other account categories and/or specific accounts within the Territory as accounts which shall be serviced by the Company directly as Reserved Factory Accounts, or by other Company sales representatives, regardless of whether Representative previously has serviced such account categories or accounts on the Company's behalf.

D. Representative hereby accepts its appointment hereunder.

2. Responsibilities of Representative. Representative shall satisfy the following responsibilities at all times during the term of this Agreement:

A. Representative and its staff shall conduct themselves in a manner consistent with the high image, reputation and credibility of the Company and Company Products, and shall engage in no activities which reflect adversely on the Company or the Products.

B. Representative shall use its best efforts to solicit orders for the Products, shall promote the sale of the Products in a diligent and aggressive manner, and shall forward all orders to the Company promptly.

C. Representative shall maintain an office in the Territory which shall be open and staffed adequately during normal business hours. Representative shall employ and maintain adequately trained and competent personnel in numbers sufficient to carry out and perform properly and fully all of Representative's responsibilities under this Agreement.

D. In the event that Representative becomes aware of any actual or potential claim against the Company by any person or entity, Representative shall notify the Company immediately.

E. Representative shall use its best efforts to achieve sales quotas assigned periodically by the Company to Representative. The Company shall have the right to adjust or revise any assigned sales quotas, from time to time, at its sole discretion, by written notice to Representative. Representative understands that sales volume is only one factor which will be considered by the Company in evaluating Representative's performance, and that the achievement of any sales quota(s) shall not preclude the Company from exercising its non-extension or termination rights pursuant to paragraph 14 of this Agreement.

F. Representative shall furnish the Company, on a timely basis, with sales call reports, sales forecasts, and such other information pertinent to Representative's performance hereunder, as the Company may request.

G. Representative shall attend any and all meetings and trade shows required by the Company.

H. Representative shall comply with all applicable federal, state and local laws and regulations in performing its responsibilities hereunder.

I. Representative shall assist the Company in obtaining relevant financial information concerning Company accounts and potential accounts within the Territory.

J. Representative shall keep the Company informed as to competitive and economic conditions within the Territory which may affect the marketing or sales of the Company Products therein.

K. To the extent not otherwise required herein, Representative shall provide complete cooperation to the Company in order to assist the Company in maximizing the Company's success within the Territory.