WHAT’S UP TODAY SALES REPRESENTATIVE AGREEMENT

This Sales Representative Agreement (the “Agreement”) is made and entered on [date], by and between What’s Up Today (the “Company”) and [you] (“Sales Representative”) (collectively referred to as the “Parties”).

The Parties agree as follows:

1. SERVICES:
A. The Company shall engage Sales Representative to sell and promote as its authorized exclusive agent the following online services or products of the Company, which may be changed by the Company from time to time: What’s Up [your site] Today (the “Products”). The Company shall, in its sole discretion, determine the sales price and terms of sale for the Products.

B. The Company shall determine the method, details, and means of performing the services described above; however, Sales Representative agrees to devote a minimum of 20 hours per week to said services.

C. Sales Representative also shall periodically or at the Company’s request, submit documentation of the services performed by the Sales Representative on behalf of the Company pursuant to this Agreement in the form of an attached product CRM. From time to time, the Company may establish performance goals for Sales Representative, and the failure to reach such performance goals may be cause for termination of this Agreement.

2. TERRITORY: The Sales Representative will sell and promote the Products in the following geographical area: [your geography]

3. COMPENSATION: For services provided, the Company will pay Sales Representative the following commission percentage: 40% of the Sales Representative’s invoiced sales price for the first [value assessment based on your city size] in sales, which shall not include shipping charges or taxes of the Products (the “Commission”). Payment of the Commission by the Company to the Sales Representative shall be due (15) days after receipt of payment by the Company of the underlying invoice. Once [value assessment based on your city size] in sales have been reached, the company will pay Sales Representative the following commission percentage: 70% of the Sales Representative’s invoiced sales price.

4. EXPENSES: Sales Representative shall be reimbursed for the following expenses: None. The Sales Representative will pay a one time only set-up fee of $5,000 to make the site ready for sales.

5. INDEPENDENT CONTRACTOR. Sales Representative is an independent contractor and not an employee of the Company, and, unless otherwise stated in this Agreement, is not entitled to any of the benefits normally provided to the employees of the Company. Nor is Sales Representative an owner of the Products or in any way an equity partner of the Company.

6. CONFIDENTIALITY: Sales Representative acknowledges that he/she may have access to the Company’s confidential and proprietary information. Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and technological strategies, iv) marketing strategies and, v) other such information as the Company may designate as confidential (“Confidential Information”). Sales Representative agrees to not disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless the Company grants express, written consent of such a disclosure. In addition, Sales Representative will use his/her best efforts to prevent any such disclosure. Confidential information will not include information that is in the public domain, unless such information falls into public domain through Sales Representative’s unauthorized actions. Furthermore, The Sales Representative is prohibited from replicating or reverse engineering the Product, or assimilating, proceeding unilaterally, or conducting business outside this agreement using any means, methods, experience or knowledge gathered as a result of this Agreement or the activities related to the definition of the Product contained herein.

7. OTHER RULES AND POLICIES: Sales Representative agrees to abide by any other rules, policies and procedures as communicated by the Company.

8. TERMINATION: This Agreement may be terminated by Sales Representative for any reason or no reason upon (90) days written notice or immediately by the Company if (i) Sales Representative fails to perform his/her duties or materially breaches any obligation in the Agreement, or (ii) Sales Representative is unable to provide the services in this Agreement due to illness, death or disability.

9. GOOD STANDING: Company requires a minimum of 3 referrals per month on a quarterly basis (9/quarter) to remain in good standing. If Referral Partner falls out of good standing Company may immediately terminate this agreement. Additionally, this Agreement may also be terminated by the Company is it becomes apparent, in the Company’s opinion, that Sales Representative is not selling or discharging the duties relative to the Services described herein. In the event that the Company is sold to a third party, this agreement remains in effect and will be honored as one of the Company’s assets for the purpose of divestiture. At no time will the Company leave the Sales Representative without an option to continue his/her duties or opportunities in accordance with this agreement.

10. Acts Discreditable: Referral Partner/Sales Team Member shall at all times refer to Company and its operating units in terms that further its business objectives. Referral Partner/Sales Team Member shall not refer to Company or its operating units in a manner that damages Company’s position in the marketplace.

11. RETURN OF PROPERTY: Upon termination of services, Sales Representative will promptly return to the Company all drawings, documents and other tangible manifestations of Confidential Information (and all copies and reproductions thereof). In addition, Sales Representative will return any other property belonging to the Company without limitations.

12. CONTINUING OBLIGATIONS: Notwithstanding the termination of this Agreement for any reason, the provisions of paragraph 7 of this Agreement will continue in full force and effect following such termination.

13. BINDING EFFECT: The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties.

14. CUMULATIVE RIGHTS: The Parties’ rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.

15. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

16. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

17. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Company and Sales Representative.

18. NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows. Either party may change such addresses from time to time by providing notice as set forth above.

 

The Company:

________________________________

________________________________

________________________________

 

Sales Representative:

________________________________

________________________________

________________________________

 

19. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written above.

 

THE COMPANY:

____________________________________________________
(Signature)

____________________________________________________
(Name – Please Print)

____________________________________________________
(Name – Please Print)

 

SALES REPRESENTATIVE:

____________________________________________________
(Signature)

____________________________________________________
(Name – Please Print)