Description

INDEPENDENT SALES REPRESENTATIVE AGREEMENT

Phillips Enterprises is a designer and manufacturer of durable point of purchase display fixtures for wholesale clients since 1974 and is actively seeking growth through new business opportunities.  This agreement is entered into (the “Effective Date”) by and between Innovative Merchandising Partners Inc. d/b/a Phillips Enterprises and __________, an independent sales representative (“Finder”); and entered into for the purpose of retaining the Finder’s service of generating these new business opportunities. 

1. Engagement

The Company engages Finder as an independent contractor (not as an employee, partner, or agent) to identify and introduce potential new customer opportunities for the Company’s products and services. Finder shall have no authority to bind the Company or enter into agreements on its behalf.

 2. Duties

Finder agrees to:  

    Identify and introduce potential new customer opportunities to the Company.  

    Provide the Company with complete customer contact details and all relevant information regarding each opportunity.  

    Cease involvement once the opportunity is introduced; the Company will manage all quoting, negotiation, sales, fulfillment, and customer service.  

    Refrain from misrepresenting the Company’s products, services, or authority.

3. Compensation

    Finder will receive 10% of the gross dollar value of orders received from new customer opportunities Finder introduces.  

    Commission excludes prototypes, showroom quantities, tooling, screen charges, warehousing, and drop-ship fees.  

    Commissions are earned only upon completion of manufacturing, invoicing, and full payment by the customer.  

    Payments shall be made within 30 days of the Company’s receipt of customer payment.  

    If this Agreement is terminated, Finder shall remain entitled to commissions for three (3) months following termination for orders from customers Finder introduced during the term.

4. Expenses

Finder shall be responsible for all expenses incurred unless otherwise agreed in writing by the Company.  With prior approval Finder will be reimbursed with a portion for travel and trade show expenses if Finder is attending to present other companies products and services in addition to Innovative Merchandising Partners Inc., D/B/A Phillips Enterprises.

5. Confidentiality & Intellectual Property

All customer lists, pricing, designs, proposals, marketing materials, and other work products developed for the Company shall remain the exclusive property of the Company. 

Finder shall maintain the confidentiality of all proprietary or non-public information of the Company both during and after the term of this Agreement.

6. Non-Solicitation 

(a) Customer Non-Solicitation. During the term and for twelve (12) months after termination, Finder shall not solicit, divert, or attempt to solicit or divert any customer or prospective customer of the Company to whom Finder introduced or had material contact through the Company.  

(b) Employee Non-Solicitation. During the term and for twelve (12) months after termination, Finder shall not, directly or indirectly, solicit for employment or engagement any employee, consultant, or contractor of the Company with whom Finder had contact during the term.  

(c) Reasonableness. Representative acknowledges that this Section is reasonable and necessary to protect the Company’s legitimate business interests, including its customer goodwill, confidential information, and investment in sales development.

 7. Term and Termination

This Agreement is at-will and may be terminated by either party upon thirty (30) days’ written notice. Either party may terminate immediately for material breach.

8. Independent Contractor Status

Finder acknowledges they are an independent contractor, responsible for their own taxes, benefits, and insurance. Nothing herein creates a partnership, joint venture, or employment relationship.

9. Miscellaneous

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to conflicts of law principles.  

(b) Venue and Jurisdiction. The parties agree that any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Hampshire County, Massachusetts and the parties hereby consent to the personal jurisdiction and venue of such courts.  

(c) Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the parties’ original intent.  

(d) Entire Agreement / Supersedence. This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, representations, negotiations, or agreements, whether oral or written, relating to the subject matter hereof.  

(e) Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by both parties.  

(f) Assignment. This Agreement shall not be assigned by Finder without the prior written consent of the Company. The Company may assign this Agreement, without Finder’s consent, to any successor entity in the event of a merger, consolidation, reorganization, sale of substantially all assets, or similar corporate transaction.  

(g) Counterparts; Electronic Signatures.  This Agreement may be executed in counterparts and delivered electronically (including by PDF or DocuSign), each of which shall be deemed an original and all of which together shall constitute one instrument.  

(h) Indemnification. Finder shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Finder’s breach of this Agreement, (ii) Finder’s negligence or willful misconduct, or (iii) Finder’s misrepresentation of the Company’s products, services, or authority.

AGREED AND ACCEPTED:

FINDER

By: ___________________________              Date: ___________________________  

Name:                                                                 

Title: Independent Sales Representative

INNOVATIVE MERCHANDISING PARTNERS INC.

D/B/A PHILLIPS INDUSTRIES

By: ___________________________           Date: ___________________________  

Name: Thomas Plasse                                                           

Title: General Manager

Requirements

Experience working in the Point of Purchase Displays Industry.