Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
Date:
This Independent Sales Representative Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (the “Company”), and , located at (the “Representative”).
The Company appoints the Representative as a non-exclusive sales representative to solicit orders for the Company’s products and services (the “Products”) described as:
The Representative will use commercially reasonable efforts to promote and solicit orders for the Products and will conduct business in a lawful and professional manner consistent with the Company’s reputation.
The Representative is authorized to solicit orders in the following territory (the “Territory”):
The Representative will not solicit orders outside the Territory without the Company’s prior written consent. All orders are subject to acceptance by the Company at its principal place of business, and the Company may accept or reject any order in its discretion.
As the Representative’s sole compensation, the Company will pay a commission of on the net invoiced amount (excluding taxes, shipping, and returns) of accepted orders that are procured by the Representative in the Territory and paid for in full by the customer. Commissions are earned when the Company receives full payment and are paid by the . Commissions on orders that are later cancelled, returned, or refunded will be charged back against future commissions.
The Representative is an independent contractor and not an employee, partner, agent, or joint venturer of the Company, and has no authority to bind the Company, extend credit, make warranties, or modify prices or terms. The Representative is responsible for all federal, state, and local taxes, including self-employment taxes, on commissions earned, and will receive an IRS Form 1099 as applicable. The Representative will provide a completed IRS Form W-9 before the first commission payment and is responsible for the Representative’s own business expenses, insurance, and benefits.
Except as the Company agrees in writing in advance, the Representative bears all expenses of conducting the Representative’s sales activities, including travel, communications, and entertainment.
The initial term is month(s), beginning on , and will renew for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Either party may terminate this Agreement at any time on thirty (30) days’ written notice, and the Company may terminate immediately for the Representative’s material breach.
Following termination, the Representative will be paid commissions on orders procured by the Representative in the Territory before the effective date of termination and accepted by the Company, provided the customer pays in full within days after termination. No commissions are payable on orders procured or accepted after termination. The Company will pay any state-required commissions to a terminated sales representative in accordance with applicable law.
The Representative will hold the Company’s customer lists, pricing, and other non-public information in strict confidence, will use it only to perform under this Agreement, and will return or destroy it upon termination. This obligation survives termination of this Agreement.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws principles. It is the entire agreement between the parties on its subject matter and may be signed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Date: