Independent Sales Representative Agreement - Between Taser International and

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Downloaded from: http://contracts.onecle.com/taser/sales.2001.shtml [TASER INTERNATIONAL LOGO] 7860 E. McClain Drive, Suite #2, Scottsdale, Arizona 85260, U.S.A. ___________________________________________________________________ Tel.: (480) 991-0797, Fax: (480) 991-0791 *www.TASER.com __________________________________________________________ INDEPENDENT SALES REPRESENTATIVE AGREEMENT This agreement, entered into as of __________________, 2001, by and between TASER(R) International, a corporati
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  Downloaded from: http://contracts.onecle.com/taser/sales.2001.shtml  [TASER INTERNATIONAL LOGO]7860 E. McClain Drive, Suite #2, Scottsdale, Arizona 85260, U.S.A.___________________________________________________________________Tel.: (480) 991-0797, Fax: (480) 991-0791 *www.TASER.com__________________________________________________________INDEPENDENT SALES REPRESENTATIVE AGREEMENTThis agreement, entered into as of __________________, 2001, by and betweenTASER(R) International, a corporation organized and existing under the lawsofthe State of Delaware (hereinafter referred to as TASER), and_________________,(hereinafter referred to as Sales Representative).WHEREAS, TASER is engaged in the manufacture, sale and distribution ofLess-Lethal Defense products and related accessories suitable for lawenforcement and commercial markets; andWHEREAS, TASER and the Sales Representative desire to enter into arelationship, whereby Sales Representative will promote the sale of TASERproducts in the geographical areas hereinafter described, upon the terms andconditions hereinafter set forth.NOW, THEREFORE, for good and valuable considerations, the receipt andsufficiency of which is hereby acknowledged, it is mutually agreed upon asfollows:1. TERRITORY:The Sales Representative's territory will consist of the area describedbelow:_______________________________________________________________________________It is understood that TASER has the right to select and appointDistributors in Sales Representative's territory. TASER reserves the right toamend the forgoing territory in its sole discretion, if the SalesRepresentative does not meet annual sales objectives, Amendment of theforgoingcan occur anytime during the contract period.2. DUTIES OF SALES REPRESENTATIVEThe Sales Representative will use its best efforts to solicit orders for thesale of TASER products by presenting TASER's products in a clear,understandable and professional manner. In this regard, Sales Representativewill present TASER products and accessories to federal, state and local lawenforcement personnel, wholesalers, retailers, and consumers within the SalesRepresentative's territory. Sales Representative will at all times emphasizeand adhere to all regulations and practices relating to user safety, shall atall times maintain a professional   <PAGE>[TASER INTERNATIONAL LOGO]appearance and shall provide after-sales service to any customer who haspurchased or purchases TASER products and accessories. SalesRepresentativesagree to submit updated company resume's. These resume's shall include acomplete listing of all other products for which the group has arepresentative, location of any offices and numbers of all representativesemployed by the Sales Representatives Group, and the particularterritoriesassigned to said Group's representatives. Also, if there arerepresentativeswho are not TASER active within the group, the number and names of thoseindividuals should also be supplied with the Company resume.3. SOLICITATION AND / OR PURCHASE ORDERSAll Sales Representatives' solicitations and/or purchase orders will beconducted in accordance with such procedures, prices, and terms andconditions as TASER may specify from time to time. All purchase orders orsales orders are subject to TASER's approval. TASER will prepare anddeliverall invoices for billing to customers. Sales Representative must assistTASERin collecting unpaid invoices upon request by TASER. In addition, SalesRepresentative will assist TASER in the resolution of any and alldisputes,adjustments, or other differences between TASER and any customers and / ordistributors.4. NO AGENCYSales Representative is an independent contractor and under nocircumstanceswill Sales Representative commit TASER to the delivery of TASER productsandaccessories purport to legally bind TASER in any matter, or hold himselfoutas an employee or agent with legal authority to bind TASER. All acceptedpurchase orders, whether or not delivery dates are specified, shall besubject to delays in manufacture or delivery due to any cause beyondTASER'sreasonable control. In keeping with the foregoing, no representative maycarry a business card that is TASER exclusive. As a broad parameter, SalesRepresentative Groups may include the TASER logo on the bottom of theircard,however a sample must be submitted to TASER, prior to the printing of thesame for TASER's written approval.5. RULES OF CONDUCTIn the course of representing TASER, Sales Representative shall adhere tothe  following rules of conduct, which include, but are not limited to:(a) Sales representative shall not disparage, denigrate, run down ormake any negative comments regarding another manufacturer orcompetitors' product.(b) Sales Representative shall not solicit or sell TASER products, orenter into a type of arrangement, wherein the sale of TASERproductsis made2<PAGE>[TASER LOGO][INTERNATIONAL LOGO]conditional in any way on a user's purchase of another company'sproducts.(c) Sales Representative shall at all times maintain a professionalappearance and shall not perform any of his duties set forth inthis agreement, while intoxicated in any manner or under theinfluence of any illegal drug.(d) Under no circumstances shall the representative market, sell,distribute, solicit, or be involved in any way with anothermanufacturer of less-lethal weapons and/or accessories, withouttheexpress written approval of TASER.(e) Under no circumstances shall the representative market, sell ordemonstrate TASER products and accessories together with anyafter-market product that has not been approved by TASER for use.Furthermore, no TASER demonstration sample will be equipped ormodified with any after-market accessory or component, including,but not limited to sights, holsters, or batteries not recommendedfor use by TASER.(f) Sales Representatives understand and agree that any failure toenforce the paragraphs contained in section 5 of this agreementisnot to be considered a waiver of TASER's rights hereunder andrepresentative hereby waives any right they may have to thedefenseof laches.Any violation of any of the above provisions shall be grounds for immediatetermination by TASER of this Agreement.  6. PERSONNELSales Representative shall maintain a mutually agreed upon number ofpersonnelto adequately provide the services required under this agreement, including,but not limited to, after-sales service. Sales Representative shall not useanyperson to perform any duties under this Agreement, unless said person hascompleted all the following:(a) Successfully passed the TASER presentation and Product TrainingCourse, Safety Course, and any other tests or courses TASER deemsnecessary to perform the duties as provided herein.(b) Received TASER written approval to market TASER less-lethalweaponsand accessories.In the event any person employed by, or affiliated with Sales Representative,performs any duties related to TASER, which arise out of, or refer in any wayto this agreement or this paragraph, Sales Representative shall waive theirright to receive commissions and TASER shall have the right to immediatelyterminate this Agreement. Sales3<PAGE>[TASER INTERNATIONAL LOGO]Representative agrees and understands that the Sales Management of TASER may,at any time, request that a member of the representative group take a TASERCourse and successfully pass in order to represent TASER products.7. USE OF INFORMATIONOnly TASER approved information, and terms and conditions will be used in anyadvertising, sales promotions, solicitation and other duties set forth inthisAgreement. Sales Representative will not undertake to design or re-engineerTASER products and accessories, or advise any person on any technicalspecification, training practices, use of force recommendations, bulletins,oraccepted practices of applicable TASER safety matters.IN THE EVENT SALES REPRESENTATIVE ADVISES ANY PERSON CONTRARY TO TASERPOLICIES, SPECIFICATIONS, TERMS AND CONDITIONS OR PROCEDURES CONCERNINGTASER'SPRODUCT LINE, OR THE PROPER USE OF TASER PRODUCTS, OR INDUCES ANY PERSON TOUSEOR APPLY TASER'S PRODUCTS BY MISREPRESENTATION OF THE PRODUCT, ITSCHARACTERISTICS, USE, COST, AVAILABILITY, SAFETY OR APPLICATIONS, SALESREPRESENTATIVE SHALL INDEMNIFY, DEFEND, PAY, SAVE AND HOLD TASER HARMLESSFROMANY AND ALL CLAIMS, COSTS, JUDGEMENTS, AND DAMAGES, INCLUDING REASONABLEATTORNEY'S FEES AND EXPENSES OF COUNCIL, WHICH ARE INCURRED AS A DIRECT ORINDIRECT CONSEQUENCE THEREOF.
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