EXHIBIT 10.29
[Logo Fieldworks Inc.]
SALES REPRESENTATIVE AGREEMENT
This non-exclusive Sales Representative Agreement is made as of by and
between located at Phone () , Fax () ("REP"), and FIELDWORKS, INCORPORATED,
located at 0000 Xxxxxx Xxxx Xxxx, Xxxx Xxxxxxx, XX 00000 ("FieldWorks").
REP desires to promote the sales of certain products manufactured and sold
by FieldWorks and FieldWorks desires to have REP act as its representative in
the sale of such products. In consideration of these promises and the covenants
contained in this Agreement, the parties agree as follows.
1. Appointment of REP
1.1 FieldWorks hereby appoints REP as a non-exclusive sales representative
for FieldWorks' products set forth on Exhibit A (the "Products") as FieldWorks
may amend from time to time upon notice of REP. REP shall be entitled to
promote the sale of the Products only in the territory and/or markets as defined
in Exhibit B.
1.2 REP agrees to use its best efforts to promote the sale of the Products
and agrees to abide by all reasonable rules and regulations FieldWorks
establishes for its sales representatives from time to time. REP agrees that,
during the term of this Agreement, REP will not sell, promote or offer for sale,
products which directly compete with or substitute for the Products.
1.3 REP will solicit and take orders for the Products and transmit the
orders in writing to FieldWorks in the format approved by FieldWorks.
FieldWorks reserves the right to accept, reject, modify or cancel in whole or in
part any or all orders received and/or accepted for the Products, in its sole
discretion. REP's authority under this Agreement is limited to the solicitation
and transmission to FieldWorks of orders, and REP has no right or authority to
make binding quotations, to accept any orders or to enter into any contracts or
agreements whatsoever for or on behalf of FieldWorks. REP is an independent
contractor and not an agent or employee of FieldWorks.
1.4 REP understands that FieldWorks' Products will be marketed to and used
by a wide variety of customers and in various market segments. REP understands
that other sales organizations may be operating in the same territory and/or
markets as REP.
2. Commissions
2.1 For sales made by REP for delivery within REP's territory and/or
market, FieldWorks shall pay REP the commission rate set forth in Exhibit C.
The commission shall become due and payable on the last day of the calendar
month following the month in which FieldWorks received payment in full for the
Product.
Page 1 of 5
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
2.2 REP's commission rate and schedule, set forth in Exhibit C, is based
on the Net Sales Price of the Products sold. As used herein, "Net Sales Price"
shall mean the actual price received by FieldWorks after any adjustments for
credits, returns, pricing adjustments, discounts, allowances, taxes, shipping
charges, non-recurring or other factors which reduce the amount actually
received by FieldWorks. Non-discountable items defined in Exhibit A are also
non-commissionable. Commission will be paid only once on each Product that is
sold.
2.3 In the event of any dispute respecting commissions, commission
splitting, or any other commission issue, final resolution of the matter shall
be determined by FieldWorks' Sales Management. Shares of the full commission
shall be awarded by FieldWorks based on the determination of the Sales
Management, in his/her sole discretion, based upon the sales and support efforts
of the parties involved.
2.4 On sales of any Products, REP's commission is set forth in Exhibit C.
In the case of sales more than fifty (50) FW7000 Series Field WorkStations
("UNITS") or more than $400,000 USD per single Purchase Order, FieldWorks in its
sole discretion is entitled to increase customer discount only in order to get
customer sale. In such cases, agreements on the amount of commission must be
made prior to FieldWorks' acceptance of the applicable order. In the event no
written agreement is reached prior to acceptance of the order, the commission
will be awarded at a minimum rate of 5%.
2.5 Sales to federal government organizations under FieldWorks' GSA
Authorized ADP Schedule Pricelist will be commissioned at a rate defined in
Exhibit C.
2.6 REP acknowledges that FieldWorks may, in its sole discretion, pay
commissions to REP prior to receiving full and final payment from the customer.
REP agrees that, should FieldWorks not receive full payment for related Product
shipped (such as returns or charge backs), FieldWorks shall be entitled to
deduct such commission paid from other commissions to be paid to REP, at
FieldWorks' sole discretion. In the event that there is no commission for
FieldWorks to deduct from, FieldWorks is entitled to seek full reimbursement.
REP agrees to cooperate and work with FieldWorks and the customer to secure the
business and payment.
3. Sales Objective
3.1 REP understands and agrees that the establishment and achievement of a
Sales Quota is the essence of this Agreement, and that failure by REP to satisfy
its obligation under this Section shall constitute a material breach of this
Agreement, entitling FieldWorks to terminate this Agreement. As a result, REP
agrees that it will obtain orders which are accepted by FieldWorks in which the
number of UNITS received by FieldWorks totals at least the number of UNITS or
the corresponding dollar amount specified in Exhibit D, as may be revised by the
parties for renewal terms of this Agreement.
4. Marketing and Business Obligations
4.1 REP agrees (a) to submit quarterly to Field Works a six month rolling
sales forecast by model, (b) to follow up on leads supplied by FieldWorks within
5 days from the receipt thereof, (c) to actively sell and promote FieldWorks
products.
Page 2 of 5
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
4.2 REP agrees to initially purchase or lease one or more model of the
FW7000 Series or FW5000 Series to be used in sales and the promotion of the
Products at the current FieldWorks pricing, as set forth on Exhibit E. REP and
FieldWorks will split 50-50 the costs for the up-keep of the demonstration
equipment which includes cosmetic appearance, factory upgrades and any other
product revisions that may occur during the term of this Agreement.
4.3 REP agrees (d) to employ sufficient appropriately trained personnel at
REP's expense to represent and sell the Product adequately, and (e) to maintain
Products in a clean, safe and professional condition.
4.4 REP agrees to, and hereby does, indemnify FieldWorks, its officers,
directors, employees and agents against and hold each of them harmless from any
and all claims, causes of action, damages, liabilities, costs and expenses
(including attorneys fees) arising from any breach by REP of any provision of
this Agreement.
5. Term and Termination
5.1 Unless earlier terminated as provided in this Agreement, this
Agreement shall commence as of the date set forth above and shall terminate one
(1) year thereafter. This agreement may be renewed for additional one (1 ) year
terms upon written agreement of the parties which agreement must include mutual
agreement as to the Sales Quota applicable to such renewal term. If the parties
fail to agree in writing upon a renewal of this Agreement prior to the
expiration of this Agreement, this Agreement shall automatically expire and
terminate without further notice to either party.
5.2 Either party can terminate this Agreement, with or without cause, on a
thirty (30) days prior written notice to the other party.
5.3 If either party defaults in the performance of any material provision
of this Agreement, then the non-defaulting party may give written notice to the
defaulting party and, if the default is not remedied within thirty (30) days
following receipt of such notice, the Agreement will be terminated (material
breaches of this Agreement shall include, without limitation, failure to meet
the sales quota).
5.4 FieldWorks shall pay REP commission on sales of Products resulting
from orders taken by REP during the 30-day notice period provided for in Section
5.2, provided that FieldWorks has received payment in full for such orders
within three months after the date of termination hereof. Section 6 shall
survive any termination or expiration of this Agreement.
6. Confidentiality
6.1 REP agrees that in the course of business dealings with FieldWorks,
certain valuable, proprietary and confidential information of FieldWorks is
likely to become known to REP, including, without limitation, such information
as equipment and software design information, documentation, prospect and
customer lists, key employee names, pricing, discount, and commission
structures, production volumes, and similar information (hereinafter
"proprietary information"). REP agrees that the proprietary information is the
sole and exclusive property of FieldWorks and shall be treated as confidential.
REP shall not disclose the proprietary information in any manner without the
prior written approval of FieldWorks and
Page 3 of 5
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
shall take reasonable measures to prevent any unauthorized disclosure by its
employees, agents, contractors or consultants during the term hereof including
appropriate individual nondisclosure agreements. REP may use the proprietary
information during the term of this Agreement only as permitted or required for
REP's performance hereunder.
6.2 The obligations set forth in Section 6.1 shall not apply to any
information which is or becomes known to the general public through no fault of
REP, or which REP can prove by written records was known to REP at the time of
its receipt thereof from FieldWorks, or which has been rightfully obtained by
REP from a third party. The provisions of Section 6 shall survive any
termination or expiration of this Agreement.
7. General
7.1 This Agreement, including the Exhibits hereto which are incorporated
herein by reference, constitute the entire Agreement between the parties and
supersedes all prior and contemporaneous Agreements, understandings, negations
and discussions, whether written or oral.
7.2 Any dispute between the parties arising out of or in connection with
this Agreement, if not resolved by mutual agreement between the parties, shall
be settled by binding arbitration under the rules of the Commercial Arbitration
Rules of the American Arbitration Association. In the event of any such dispute
or difference, either party may give to the other party written notice that the
matter shall be settled by arbitration. Such arbitration shall be conducted in
Hennepin County, Minnesota. An award by arbitration may be entered as final
judgment in any court having jurisdiction in the matter or application may be
made to such a court for acceptance of the award and for an order of compliance.
7.3 REP shall pay all expenses incidental to the performance of its duties
hereunder, including payroll taxes, salaries, wages or commissions for
employees, transportation and travel expenses and the expense of maintaining
such office as REP shall deem desirable.
7.4 All modifications, amendments, and/or waivers to this Agreement, less
exhibits, shall be in writing and signed by both parties. No failure by either
party to take any action or assert any right hereunder shall be deemed to be a
waiver of such right in the event of the continuation or repetition of the
circumstances giving rise to such right.
7.5 In no event shall FieldWorks be liable to REP, a customer or any other
party for loss of profits, indirect, special, consequential or incidental
damages arising out of this Agreement even if FieldWorks shall have been advised
of the possibility of such potential loss or damage by REP or REP's customers.
In no event shall FieldWorks be liable for any damages in excess of the
aggregate amounts actually paid by REP to FieldWorks under this Agreement.
7.6 REP may not assign, delegate or transfer any of its rights or
obligations under this Agreement, without the prior written consent of
FieldWorks. Any attempted assignment, delegation or transfer by REP without such
consent shall be void.
7.7 If any provision of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, such provision shall be deemed
stricken from the Agreement and the remainder of the Agreement shall continue in
full force and effect.
Page 4 of 5
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
7.8 This Agreement does not make either party the employee, agent or legal
representative of the other for any purpose whatsoever. Neither party is
granted any right or authority to assume or to create any obligation or
responsibility, express or implied, on behalf of or in the name of the other
party. Each party is acting as an independent contractor.
7.9 Notices permitted or required to be given hereunder shall be deemed
sufficient if given by (a) registered or certified mail, postage prepaid, return
receipt requested, (b) private courier service, or (c) facsimile addressed to
the respective addresses of the parties as first above written or at such other
addresses as the respective parties may designate by like notice from time to
time. Notices so given shall be effective upon (1) receipt by the party to
which notice is given, or (2) on the fifth (5th) day following mailing,
whichever occurs first.
7.10 If the performance of this Agreement or any obligation hereunder
(other than the payment of monies due owing hereunder) is prevented, restricted
or interfered with by reason of any event or condition beyond the reasonable
control of such party (including without limitation acts of State or
governmental action, riots, disturbance, war, strikes, lockouts, slowdowns,
prolonged shortage of energy or other supplies, epidemics, fire, flood,
hurricane, typhoon, earthquake, lightning and explosion), the party so affected
shall be excused from such performance, only for so long as and to the extent
that such a force prevents, restricts or interferes with the party's performance
and provided that the party affected gives notice thereof to the other party and
uses diligent efforts to remedy such event or conditions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives below.
FIELDWORKS INCORPORATED
________________________________ ________________________________
By By
________________________________ ________________________________
Title Title
________________________________ ________________________________
Date Date
Page 5 of 5
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT A
THE PRODUCTS
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT B
TERRITORY/MARKET BOUNDARIES
Territory includes all FieldWorks labeled products which are sold by REP
and shipped by FieldWorks to the following geographic territory and/or specific
market(s):
Inclusions:
The Territory includes:
The Market Segment includes:
Exclusions:
All OEM/Reseller/Private Label sales are excluded under the commission
schedule shown in EXHIBIT C under this contract. All OEM/Reseller/Private Label
sales will be commissioned at a rate to be determined by both FieldWorks, and
REP. Any other applicable market segments found by REP are to be discussed with
FieldWorks as they arise for consideration for representation.
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT C
COMMISSION/DISCOUNT SCHEDULE *
Quantity is per single Purchase Order ("P.O.").
QUANTITY REP COMMISSION. CUSTOMER DISCOUNT.
UNITS/P.O.
10-24 13% 7%
25-49 11% 12%
50 99 10% 14%
100-249 9% 16%
250-499 8% 18%
500 999 7% 20%
* FW7000 Series only - FW5000 Commission Schedule to be determined
GSA Orders 9% Rep Commission
Excluding the following items:
. Integrated Battery Module
. RAM upgrades
. TFT Active Matrix Display
The items indicated as non-discountable in Exhibit A are also non-
commissionable.
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT D
SALES QUOTA
For the Twelve (12) month period beginning and ending the total
number of UNITS or U.S. Dollar amount sold by REP and assigned as Quota for the
period is UNITS or $
SALES REPRESENTATIVE AGREEMENT (TYPE CO. NAME, CONTRACT DATE)
EXHIBIT E
DEMO PROGRAM
Welcome! ! !
FieldWorks welcomes your organization into the FieldWorks family. We would
like to show our appreciation by offering a one time signing bonus. Option 1: As
a representative of FieldWorks, you're entitled to purchase up to ten (10) of
the FW7000 Series at 35% off the list price or 25% off the list price of the
FW5000. Option 2: Field Works offers an affordable leasing program which can be
a cost effective alternative for some REP firms.
This signing bonus program is our initial Demo program so we do require you
to purchase at least one (1) UNIT at the 35% off-list price of the FW7000 Series
or 25% of the FW5000 Series or lease one (1) UNIT. We realize that this is a
large amount of money to invest but we feel extremely confident that you will
pay for the cost of the UNIT within the first month of being our REP. We are so
confident, that if you don't sell a UNIT within thirty (30) days after receiving
your UNIT, we will reimburse you 100% guaranteed and terminate the REP Agreement
at that time.
