Independent Sales Representative Agreement - TASER International Inc.
[TASER INTERNATIONAL LOGO]
7860 E. McClain Drive, Suite #2, Scottsdale, Arizona 85260, U.S.A.
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Tel.: (480) 991-0797, Fax: (480) 991-0791 *www.TASER.com
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INDEPENDENT SALES REPRESENTATIVE AGREEMENT
This agreement, entered into as of __________________, 2001, by and between
TASER(R) International, a corporation organized and existing under the laws of
the 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 of
Less-Lethal Defense products and related accessories suitable for law
enforcement and commercial markets; and
WHEREAS, TASER and the Sales Representative desire to enter into a
relationship, whereby Sales Representative will promote the sale of TASER
products in the geographical areas hereinafter described, upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable considerations, the receipt and
sufficiency of which is hereby acknowledged, it is mutually agreed upon as
follows:
1. TERRITORY:
The Sales Representative's territory will consist of the area described below:
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It is understood that TASER has the right to select and appoint
Distributors in Sales Representative's territory. TASER reserves the right to
amend the forgoing territory in its sole discretion, if the Sales
Representative does not meet annual sales objectives, Amendment of the forgoing
can occur anytime during the contract period.
2. DUTIES OF SALES REPRESENTATIVE
The Sales Representative will use its best efforts to solicit orders for the
sale of TASER products by presenting TASER's products in a clear,
understandable and professional manner. In this regard, Sales Representative
will present TASER products and accessories to federal, state and local law
enforcement personnel, wholesalers, retailers, and consumers within the Sales
Representative's territory. Sales Representative will at all times emphasize
and adhere to all regulations and practices relating to user safety, shall at
all times maintain a professional
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appearance and shall provide after-sales service to any customer who has
purchased or purchases TASER products and accessories. Sales Representatives
agree to submit updated company resume's. These resume's shall include a
complete listing of all other products for which the group has a
representative, location of any offices and numbers of all representatives
employed by the Sales Representatives Group, and the particular territories
assigned to said Group's representatives. Also, if there are representatives
who are not TASER active within the group, the number and names of those
individuals should also be supplied with the Company resume.
3. SOLICITATION AND / OR PURCHASE ORDERS
All Sales Representatives' solicitations and/or purchase orders will be
conducted in accordance with such procedures, prices, and terms and
conditions as TASER may specify from time to time. All purchase orders or
sales orders are subject to TASER's approval. TASER will prepare and deliver
all invoices for billing to customers. Sales Representative must assist TASER
in collecting unpaid invoices upon request by TASER. In addition, Sales
Representative will assist TASER in the resolution of any and all disputes,
adjustments, or other differences between TASER and any customers and / or
distributors.
4. NO AGENCY
Sales Representative is an independent contractor and under no circumstances
will Sales Representative commit TASER to the delivery of TASER products and
accessories purport to legally bind TASER in any matter, or hold himself out
as an employee or agent with legal authority to bind TASER. All accepted
purchase orders, whether or not delivery dates are specified, shall be
subject to delays in manufacture or delivery due to any cause beyond TASER's
reasonable control. In keeping with the foregoing, no representative may
carry a business card that is TASER exclusive. As a broad parameter, Sales
Representative Groups may include the TASER logo on the bottom of their card,
however a sample must be submitted to TASER, prior to the printing of the
same for TASER's written approval.
5. RULES OF CONDUCT
In the course of representing TASER, Sales Representative shall adhere to the
following rules of conduct, which include, but are not limited to:
(a) Sales representative shall not disparage, denigrate, "run down" or
make any negative comments regarding another manufacturer or
competitors' product.
(b) Sales Representative shall not solicit or sell TASER products, or
enter into a type of arrangement, wherein the sale of TASER products
is made
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conditional in any way on a user's purchase of another company's
products.
(c) Sales Representative shall at all times maintain a professional
appearance and shall not perform any of his duties set forth in
this agreement, while intoxicated in any manner or under the
influence of any illegal drug.
(d) Under no circumstances shall the representative market, sell,
distribute, solicit, or be involved in any way with another
manufacturer of less-lethal weapons and/or accessories, without the
express written approval of TASER.
(e) Under no circumstances shall the representative market, sell or
demonstrate TASER products and accessories together with any after-
market product that has not been approved by TASER for use.
Furthermore, no TASER demonstration sample will be equipped or
modified with any after-market accessory or component, including,
but not limited to sights, holsters, or batteries not recommended
for use by TASER.
(f) Sales Representatives understand and agree that any failure to
enforce the paragraphs contained in section 5 of this agreement is
not to be considered a waiver of TASER's rights hereunder and
representative hereby waives any right they may have to the defense
of laches.
Any violation of any of the above provisions shall be grounds for immediate
termination by TASER of this Agreement.
6. PERSONNEL
Sales Representative shall maintain a mutually agreed upon number of personnel
to adequately provide the services required under this agreement, including,
but not limited to, after-sales service. Sales Representative shall not use any
person to perform any duties under this Agreement, unless said person has
completed all the following:
(a) Successfully passed the TASER presentation and Product Training
Course, Safety Course, and any other tests or courses TASER deems
necessary to perform the duties as provided herein.
(b) Received TASER written approval to market TASER less-lethal weapons
and 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 way
to this agreement or this paragraph, Sales Representative shall waive their
right to receive commissions and TASER shall have the right to immediately
terminate this Agreement. Sales
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Representative agrees and understands that the Sales Management of TASER may,
at any time, request that a member of the representative group take a TASER
Course and successfully pass in order to represent TASER products.
7. USE OF INFORMATION
Only TASER approved information, and terms and conditions will be used in any
advertising, sales promotions, solicitation and other duties set forth in this
Agreement. Sales Representative will not undertake to design or re-engineer
TASER products and accessories, or advise any person on any technical
specification, training practices, use of force recommendations, bulletins, or
accepted practices of applicable TASER safety matters.
IN THE EVENT SALES REPRESENTATIVE ADVISES ANY PERSON CONTRARY TO TASER
POLICIES, SPECIFICATIONS, TERMS AND CONDITIONS OR PROCEDURES CONCERNING TASER'S
PRODUCT LINE, OR THE PROPER USE OF TASER PRODUCTS, OR INDUCES ANY PERSON TO USE
OR APPLY TASER'S PRODUCTS BY MISREPRESENTATION OF THE PRODUCT, ITS
CHARACTERISTICS, USE, COST, AVAILABILITY, SAFETY OR APPLICATIONS, SALES
REPRESENTATIVE SHALL INDEMNIFY, DEFEND, PAY, SAVE AND HOLD TASER HARMLESS FROM
ANY AND ALL CLAIMS, COSTS, JUDGEMENTS, AND DAMAGES, INCLUDING REASONABLE
ATTORNEY'S FEES AND EXPENSES OF COUNCIL, WHICH ARE INCURRED AS A DIRECT OR
INDIRECT CONSEQUENCE THEREOF.
8. REPORTING AND SALES FORECASTS
Sales Representative must quarterly and as soon as available provide TASER with:
(a) Market information available from Customers, including, but not
limited to, competitive pricing on less-lethal weapons and
applicable accessories, new product information introduced by
potential competitors, warranties (and requirement for such
warranties) being issued by competitors; delivery schedules of
competitors; competitors training policies, procedures and
associated costs; feedback from customers with respect to
competitors' policies, procedures, and problem areas.
Notwithstanding the forgoing, in no event shall the above
information or any other information be obtained from competitors by
Sales Representative. In no event shall the above information or any
documents or information required by TASER pursuant to this
agreement be released, disclosed, or disseminated in any way to
other personnel, firm, or other entity during the term of this
Agreement and for a period of two (2) years after its termination
without TASER's express written consent.
(b) Forecasts by territory, with respect to the total number of TASER
less-lethal weapons expected to be sold (broken down and separated
by law
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enforcement and commercial sales, by state). These forecasts will
be updated at least every 3 months, and sooner if a moderate market
change occurs, that impacts the sales forecast and production
schedule. Failure to make satisfactory progress toward meeting sales
forecasts and previously agreed upon sales goals shall be grounds
for termination of this Sales Representative Agreement.
(c) The Sales Representative shall submit monthly a sales activity
report within the assigned territory. This report can be given
verbally to the US Sales Manager or in writing.
(d) Copies of all correspondence between Sales Representative and
customers, including, but not limited to, quotations, proposals,
TASER presentation appointments and warranty matters.
(e) All reports, forecasts, or correspondence required by this
paragraph must be submitted to the Sales Representative's Regional
Sales Manager/Director, or the TASER US Sales Manager for
verification and follow-up, no later than fifteen (15) days after
the close of each quarter or year.
(f) Attached hereto and made a part hereof are copies of forecasts
prepared by TASER based on the historical data for the assigned
territory(s) in regard to the Sales Representative's performance.
These forecasts will be used in evaluating the Sales
Representative's performance during the semi-annual reviews. TASER
reserves the right not to renew or to terminate Sales
Representative's Agreements if the Sales Representative does not
meet the law enforcement sales target of 50% of sales in the
forecasts attached hereto.
9. COMMISSIONS
Subject to the terms and conditions of this Sales Representative Agreement,
Sales Representative will receive a commission on net sales (excluding freight
charges, distributor overages, trade-ins or upgrades, and/or applicable taxes
and discounts taken by the customer) to approved customers in accordance with
the following schedule:
(a) Seven percent (7%) of the total net sales shall be paid to the Sales
Representative within forty-five (45) days of payment by the
customer to TASER, for orders shipped into a Sales Representative's
territory.
(b) An additional three percent (3%) of net sales, if the Sales
Representative surpasses the law enforcement sales forecast within a
three (3) months period.
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(c) In the event TASER is not paid within sixty (60) days of specified
invoice terms, Sales Representative shall receive no commission for
late payment of an invoice. This paragraph is not applicable to law
enforcement orders, which will be handled on a case-by-case basis.
(d) Any dispute or claim with respect to the entitlement and/or amount
of commissions shall be made in writing to TASER within forty-five
(45) days from the end of the month for which commissions are
claimed as to entitlement and/or amount. Failure to timely raise in
writing any claims or disputes with respect to entitlement or amount
shall constitute a total waiver by Sales Representative for any such
commissions.
(e) No commissions are payable for Export orders shipped and/or invoiced
into a Sales Representatives territory.
10. HOUSE ACCOUNTS
TASER shall have the unqualified and absolute right at any time to designate any
competitive bidding or procurement for any Governmental entity (Military,
Federal, State, Municipal, and local levels) as a House Account, for which Sales
Representative shall receive no commission, unless otherwise mutually agreed
upon in writing with TASER. Sales Representatives shall receive no commissions
on house accounts. TASER also reserves the right to designate any commercial
accounts as house accounts if, in TASER's sole discretion, the Sales
Representative is not properly servicing those accounts.
11. SAMPLES
Any samples provided by TASER to Sales Representative shall remain the property
of TASER, cannot be sold or transferred to any other person and must be
returned to TASER upon request. It shall be the responsibility of the Sales
Representative group principal to ensure that each of their Sales
Representative, who is TASER active, has in his or her possession, or has
readily available access to a complete line of TASER products. All samples are
subject to review at any time by TASER and under no circumstances may be sold,
transferred, conveyed, pledged, or hypothecated to any individual or any other
entity, unless approved in advance in writing by TASER. Failure of Sales
Representative to maintain samples in a perfect working order shall be a cause
to immediately terminate this Sales Representative Agreement.
12. TRADE SHOWS AND CONVENTIONS
Sales Representative shall cover all trade shows, conventions and seminars of
interest to law enforcement, and potential purchasers of TASER products in the
assigned territory, and shall send adequate TASER representation to national
trade shows, including, but not limited to; IACP and NOBLE convention. Sales
Representative also agrees to attend any and all other law enforcement trade
shows/conventions/seminars
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within his territory deemed necessary by TASER, at the cost of the Sales
Representative, unless TASER agrees to share certain cost in writing.
13. MEETINGS
Sales Representative shall send its representatives to any TASER sales meeting
and to national trade show meetings, shows, or training programs as requested
by TASER.
14. TECHNICAL SUPPORT AND INSURANCE
TASER shall provide Sales Representatives with leads, technical and training
support, sales samples and literature, sales terms and conditions, pricing
policies, bulletins, and sales promotional materials, as they are available by
TASER.
15. NO SUBCONTRACTING OR ASSIGNMENT
Subcontracting or assignment of this Sales Representative Agreement is
prohibited. Under no circumstances will Sales Representative subcontract,
assign, delegate or otherwise have any person or entity perform any of the
duties and obligations of Sales Representative under this agreement without
TASER's express written consent.
16. GOVERNING LAW
This Sales Representative Agreement shall be deemed to have been made in Arizona
and shall be governed and construed in accordance with the laws of the State of
Arizona, the sites of TASER's Business Offices. Should a disagreement arise over
any of the provisions relating to a sales representative agreement, TASER
International and the sales representative shall first meet to settle any
dispute. If this is unsuccessful, both parties (TASER International and named
Sales Representative) hereby agree that any unresolved disputes shall be settled
in binding arbitration under the rules of the American Arbitration Association.
Specifically, this agreement sets forth the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof and supersedes
all other representations and understandings both written and oral. This
agreement is drafted under the laws of the state of Arizona, and the venue for
any legal recourse shall take place under laws as written in Arizona, and the
venue for any legal recourse shall take place under these laws and be
adjudicated within its jurisdiction. Further, the parties agree that any
controversy or claim arising out of, or relating to, this agreement, or the
breach thereof, shall be settled by arbitration in accordance with the rules of
the American Arbitration Association in the state of Arizona, USA under their
auspices and the parties agree to have any dispute heard and adjudicated under
these rules in the state of Arizona, USA and both parties agree to be bound by
the decision of the arbitrator and to pay their proportionate fees as required
under the rules of the association and judgment upon the award rendered by the
arbitrator(s) may be entered into any court having jurisdiction thereof.
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17. TERMS
This Sales Representative Agreement shall continue in force for one year,
renewable for additional one-year term by mutual agreement. It is, however,
expressly understood that TASER has complete and sole discretion to appoint,
terminate, renew, decrease or add to its staff of Sales Representatives, at any
time, for any reason. In such event, the Sales Representative shall be given 60
days written notice if his/her services are no longer required by TASER, after
which time the Agreement with said representatives will be terminated.
18. DISPUTES
Any claim, matter or controversy arising out of or relating to this Sales
Representative Agreement, or the breach thereof, shall be decided by
arbitration in accordance with the Commercial Industry Rules of the American
Arbitration Association governing at that time, unless the parties mutually
agree otherwise in writing. Any arbitration shall be held in Phoenix, AZ. The
prevailing party in any such arbitration shall be entitled to recover
reasonable attorney's fees, expenses of council, expert witness fees and any
other arbitration expenses. The award of the arbitrators shall be final and
binding, and be enforced in any court of competent jurisdiction.
19. TERMINATION
In the event this agreement is terminated for any reason, Sales Representative
shall be entitled to no compensation or damages of any variety whatsoever, it
being understood that the sales and marketing of TASER products is covered by
any commissions paid or earned by Sales Representative. The Sales
Representative understands that, by signing this Agreement, the following
paragraph specifically eliminates any claim they might have to damages in
quantum meruit. Furthermore, Sales Representative agrees that no commissions
will be due for orders received more than thirty (30) days after Sales
Representative's termination.
20. ENTIRE AGREEMENT
This Sales Representative Agreement embodies the entire agreement between the
parties hereto, and there are no verbal or collateral agreements between them.
All preliminary negotiations, representation and discussions are deemed merged
herein. This Sales Representative Agreement may be altered or modified only in
writing and signed by all parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement in
Scottsdale, Arizona, on the date and year above first written.
TASER INTERNATIONAL SALES REPRESENTATIVE
By: _________________________ By: ___________________________
Title: ______________________ Title: ________________________
_____________________________ _______________________________
WITNESS WITNESS
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