The “Sales Representative” with reference to the following facts:
A. The Company is engaged in the business of developing and marketing a distinctive line
of Cut Tape Feeder Fingers (the “Products”);
B. Company desire to retain Sales Representative, and Sales Representative desires to be retained, as
Company’s sales representative within the territory and upon the terms and conditions set forth
Herein.
THEREFORE, the parties, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, intending to be legally bound, hereby agree as follows:
Article I. GRANT
Section 1.01 Non-Exclusive Sales Representative. Company hereby appoints Sales Representative as
Company’s sales representative within the Territory, as hereinafter defined, to solicit Customers and market the
Company’s Products, as hereinafter defined, upon the terms and subject to the conditions set forth herein. Sales
Representative understands that this appointment is non-exclusive and that Company may appoint other sales
representatives, agents and/or vendors and may also use its own direct sales personnel to market and solicit
orders for the Products.
Section 1.02 Products Defined. For purposes of this Agreement, the term “Products” shall mean all Cut Tape Feeder Finger products and accessory
products offered by the Company, as listed on the Company’s website (www.Feederfinger.com).
Section 1.03 Reserved Rights.
(a) Company expressly reserves the non-exclusive right to sell to “National Accounts” and the exclusive
right to sell to “House Accounts”, as hereinafter defined. The term “National Accounts” shall mean any
OEM account having an office or outlet within the Territory but which also has one or more additional
branch outlets not all of which are located within a single state. The term “House Accounts” shall mean
any account heretofore or hereafter obtained by the Company which Company supplies and services
without requesting the assistance of Sales Representative.
(b) Company expressly reserves the right to assign and/or reassign any Customer to another Sale
Representative and/or Company employee, should Customer express a desire to no longer be serviced by
their particular Sales Representative, or if Company feels the Sales Representative is not fulfilling their
duties as outlined in this Agreement. A Customer reassignment will relieve the Sales Representative from
any duties towards the Customer in question, and also relieve Company from any commission obligation
to the Sales Representative from that point forward, for the Customer in question.
Article II. TERM
Section 2.01 Term & Renewal. Unless sooner terminated in accordance with the terms hereof, the term of this
Agreement shall commence as of the date hereof and shall continue in full force and effect for a period of one
year; provided, however, that at the expiration of the initial and each renewal term hereof, this Agreement shall
be renewed for successive additional period of one year unless either party shall have delivered to the other
notice of its intention not to renew at least thirty (30) days prior.
Article III. TERRITORY
Section 3.01 Territory. For purpose of this Agreement, the term “Territory” shall mean the United States of
America, Canada, and Mexico.
Article IV. DUTIES OF SALES REPRESENTATIVE
Section 4.01 Best Efforts. Sales Representative shall use its best efforts to aggressively solicit Customers and
market the Products within the Territory in accordance with the terms of this Agreement, the Company’s policies
and as Company may direct from time to time.
Section 4.02 Qualification To Do Business. Sales Representative shall make such filings and take such action as
may be required to qualify to do business under all applicable state and local laws in order to perform the
services contemplated by this Agreement on behalf of Company.
Section 4.03 Price and Terms of Sales. Company shall have the absolute right to establish the prices, charges,
terms and conditions governing the sale of Products. Sales Representative must offer Products according to
Company’s most current Price Lists, which will be communicated to the Sales Representative by Company.
Section 4.04 Product Samples. Any samples provided to the Sales Representative by the Company shall be used for marketing and/or PR purposes only.
Section 4.05 Advertising. The parties hereto agree, with respect to advertising, that during the initial and each
renewal of this Agreement, the Sales Representative shall consult with Company for any planned advertising
and/or promotional activity featuring the Company and/or its collateral material and/or its trademarks, logos,
brands and/or its Products, as long as this Agreement remains in effect. Company shall have sole control over
decisions in this regard, to which decisions shall be binding upon the parties.
Section 4.06 New Accounts. Sales Representative must establish a minimum of twelve (12) new accounts every calendar year.
Section 4.07 Non-competition. Sales Representative agrees that it shall not offer or sell any goods which are
competitive with, the same as, or similar to any of the Products, or promote or advertise any such goods without
Company’s prior written consent which may be withheld for any reason in Company’s sole discretion. Sales
Representative agrees to not share and keep confidential any information concerning Company’s customers.
Section 4.08 Sales Orders. Sales Representative shall have prospective Customers place all orders with the Company thru the Company’s website in
accordance with such procedures as Company shall establish. Ignorance of the Company’s policies will not constitute a valid excuse for not fulfilling Sales
Representative’s duties under this Agreement. Company shall have the right for any reason in its sole discretion to reject any order placed by Sales
Representatives Customers, including without limitation orders placed by customers which Company in its judgment deems financially or otherwise unsuitable.
Sales Representative agrees that it shall advise prospective customers of Company’s said right to reject orders and shall not purport to bind Company prior
to Company’s acceptance of such orders. Company agrees that it shall notify and consult with Sales Representative regarding proposed rejections.
Article V. COMMISSIONS
Section 5.01 Sales Commission.
(a) Except as provided herein to the contrary, Sales Representative shall receive, for Products sold to a
Customer by Sales Representative, a sales commission to be determined in accordance with the rates set
forth in the sales commission schedule which is attached hereto as Exhibit A and incorporated herein by
reference; provided, however, that Company shall have the right to revise said schedule from time to
time, in whole or in part, upon fifteen (15) days prior notice to Sales Representative.
(b) Sales Representative shall not be entitled to receive any commission on account of Products sold by
Company to House Accounts or National Accounts / OEM’s, wherever located.
(c) Sales Representative shall not be entitled to receive any commission on any account that has been taken
in-house by Company or reassigned to another Sales Representative and/or agent.
Section 5.02 Payment of Commissions. Sales Commission payable to Sales Representative pursuant to
Paragraph 5.01 above shall be paid on a monthly basis on or before the last day of the month following the
month in which the Products to which such Sales Commissions apply are shipped. Commissions are paid on
collected amounts only, provided Sales Representative is in compliance with their duties according
to this agreement.
Article VI. ASSIGNMENT
Section 6.01 No Assignment. Neither party shall have the right to assign this Agreement or any of its rights or
privileges here under to any other person, firm or corporation without the prior written consent of the other party.
Article VII. TERMINATION
Section 7.01 General. The Company is an at-will employer. This Agreement may also be terminated and the
transactions contemplated hereby may be abandoned as follows:
(a) By mutual consent of the parties;
(b) By Company if Sales Representative shall: (a) make a general assignment for the benefit of creditors,
or (b) file or have filed against it a petition for bankruptcy, for reorganization, or for the appointment of
a receiver, trustee or similar creditors' representative for the property or assets of such party under any
federal or state insolvency law, which, if filed against such party, has not been dismissed or discharged
within 90 days thereof.
Section 7.02 Good Cause. Company shall have the right to terminate this Agreement prior to the expiration of
the initial or any renewal term of this Agreement for “good cause” upon ten (10) days’ prior written notice prior
written notice to Sales Representative setting forth the breach complained of. The term “good cause” shall for
purposes of the Agreement mean a breach of any obligation under this Agreement. If this Agreement is
terminated for Cause against the Contractor, all relationships and obligations, financial and other, between
Automation Technical Services and Contractor will cease when the Contractor is terminated.
Article VIII. ARBITRATION
Section 8.01 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach
thereof, including, without limitation, any claim that this Agreement, or any part thereof, is invalid, illegal or
otherwise avoidable or void, shall be submitted to final and binding arbitration before, and in accordance with, the
Commercial Rules of the American Arbitration Association and judgment upon the award may be entered in any
court having jurisdiction thereof; provided, however, that this clause shall not be construed to limit any rights
which Company may have to apply to any court of competent jurisdiction for injunctive or other provisional
relief. This arbitration provision shall be deemed self-executing, an in the event that either party fails to appear
at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said
failure to appear. Such arbitration shall be conducted in California.
Article IX. RELATIONSHIP
Section 9.01 Independent Contractor. Sales Representative is and shall be an independent contractor. No
employees of Sales Representative shall be deemed to be an employee of Company. Nothing herein contained in
this Agreement shall be construed so as to create a partnership or joint venture; and neither party hereto shall be
liable for the debts or obligations of the other. Company shall not have the power to hire or fire Sales
Representative’s employees and as except herein expressly provided, Company may not control or have access to
Sales Representative’s funds or the expenditures thereof, or in any other way exercise dominion or control over
Sales Representative’s business.
Article X. INTEGRATION OF AGREEMENT
Section 10.01 Entire Agreement. This Agreement constitutes the entire agreement between the parties with
reference to the subject matter hereof and supersedes all prior negotiations, understanding, representations and
agreements, if any. Each of the parties acknowledges that it is entering into this Agreement as a result of its own
independent investigation and not as a result of any representations of any other party not contained herein.
Article XI. MISCELLANEOUS
Section 11.01 Construction And Interpretation.
(a) This Agreement is to be constructed in accordance with the laws of the State of California.
(b) The titles and subtitles of the various sections and paragraphs of this Agreement are inserted for
convenience and shall not be deemed to affect the meaning or construction of any of the terms,
provisions, covenants and conditions of this Agreement.
(c) The language in all parts of this Agreement shall in all cases be constructed simply according to its fair
meaning and not strictly for or against either party.
(d) It is agreed that if any provision of this Agreement is capable of two constructions, one of which would
render the provision void and the other of which would render the provision valid, then the provision
shall have the meaning which renders it valid.
Section 11.02 Notices. Any notice or consent required by this Agreement shall be in writing and mailed by
registered or certified mail, return receipt requested, to such party at its address specified on the first page of this
Agreement or to such other address as such party may designate by notice given in accordance herewith. Such
notices shall be deemed delivered on the date of receipt, or upon attempted delivery if acceptance of delivery is
refused.
Section 11.03 Modifications and Waivers. Neither this Agreement nor any provision thereof may be
modified, waived, discharged or terminated orally, but only by a writing signed by the party to be charged. A
waiver of any provision by either party to this Agreement shall be valid only in the instance for which given and
shall not be deemed continuing; further, any such waiver shall not be constructed as a waiver of any other
provision of this Agreement.
Section 11.04 Further Assurances. Each party of this Agreement represents, agrees and warrants that it will
perform all other acts and execute and deliver all other documents that may be necessary or appropriate to carry
out the intent and purposes of this Agreement.
Section 11.05 Severability. Nothing contained in this Agreement shall be construed as requiring the
commission of any act contrary to law. Whenever there is any conflict between any provisions of this Agreement
and any present or future statute, ordinance or regulation contrary to which the parties have no legal right to
contract, the latter shall prevail, but in such event the provision of this Agreement thus affected shall be curtailed
and limited only to the extent necessary to bring it within the requirements of the law. In the event that any part,
article, paragraph, sentence or clause of this Agreement shall be held to be indefinite, invalid or otherwise
unenforceable, the entire Agreement shall not fail on account thereof and the balance of the Agreement shall
continue in full force and effect. If any arbitration tribunal or court of competent jurisdiction deems any
provision hereof (other than for the payment of money) unreasonable, said arbitration tribunal or court may
declare a reasonable modification thereof and this Agreement shall be valid and enforceable and the parties
hereto agree to be bound by and perform the same as thus modified.
Section 11.06 Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
Section 11.07 Law. This Agreement is subject to the laws of the State of California.
Exhibit “A”
Commission Rate Schedule
● The Sales Representative will receive a commission of 10% for all customer Direct Sales, Professional Sales and Sales solicited by Sales Representative, provided the Sales Representative is in compliance of his/her duties as outlined in Article IV of this Agreement.
● The Sales Representative shall not be entitled to pursue House Accounts or National Accounts / OEM as outlined in Section 1.03 of this Agreement.
● Sales Representative shall not be entitled to pursue any distributor sales, catalog sales, offer the Products on the Internet and/or at any trade shows. Such projects must be communicated to Company for a separate financial arrangement, if any, to be negotiated and added to this Agreement as an Addendum.
IMPORTANT
1) Commissions are paid on collected amounts only;
2) Commissions are paid on a monthly basis;
3) Commission percentages are based on the most recent Automation Technical Services Retailer Price Lists. Company reserves the right to refuse an order and/or reduce commissions due to Sales Representative sales made below the prices outlined on Automation Technical Services most recent Retailer Price List.
