Manufacturer's Representative Agreement

Manufacturer’s Representative Agreement

This Manufacturer's Representative Agreement is made and entered into this day of

____

, by and between NRG EQUIPMENT INC., (hereinafter referred to as

"PRINCIPAL"), and , (hereinafter referred to as "SALES

REPRESENTATIVE")

1. PRINCIPAL hereby appoints SALES REPRESENTATIVE as a Manufacturer's Representative

sell and to promote the sales of products manufactured or distributed by PRINCIPAL

in the

following territory': INSERT TERRITORY COVERED

and in the following distribution channel:

HVAC

2. SALES REPRESENTATIVE shall diligently and faithfully serve PRINCIPAL as Manufacturer's

Representative, SALES REPRESENTATIVE agrees that he will neither represent nor agree

represent any lines which compete directly with lines presently manufactured by

PRINCIPAL unless SALES REPRESENTATIVE receives written authorization from the

PRINCIPAL.

3. SALES REPRESENTATIVE will strictly abide by those restrictions on classes or types of

customers and under no circumstances compete directly or indirectly with PRINCIPAL for

sales to existing house accounts.

4. The relationship of SALES REPRESENTATIVE to PRINCIPAL is and always will be that of

independent contractor. SALES REPRESENTATIVE shall never have authority to act for or

behalf of PRINCIPAL or to bind PRINCIPAL to any agreement of contract. SALES

REPRESENTATIVES shall have no authority to incur any debt, liability or other obligation on

behalf of PRINCIPAL. All orders obtained by SALES REPRFSENTATIVE are subject to final

acceptance by PRINCIPAL. PRINCIPAL reserves to itself full discretion as to acceptance of

any such orders and as to the time, place and manner in which any orders are filled.

5. PRINCIPAL agrees to pay SALES REPRESENTATIVE 10% commission, unless otherwise

negotiated and confirmed in writing, on sales solicited and serviced by SALES

REPRESENTATIVE within the territory. Any customers requiring Special Price Quotes

(SPQ’s) may have reduced commission. SPQ commissions will be negotiated between

PRINCIPAL and SALES REPRESENTATIVE before making the sale. Commissions shall not be

considered earned until payment has been received by PRINCIPAL from its customers.

PRINCIPAL shall pay to SALE REPRESENTATIVE on or before the 15th of each month, a

commission on shipments for which PRINCIPAL has received payment in the

preceding

month. All deductions or credits granted to customers by PRINCIPAL shall result in

corresponding deductions in SALES REPRESENTATIVE's commission account. PRINCIPAL

will supply copy of such deductions or credits to SALES REPRESENTATIVE monthly.

6. SALES REPRESENTATIVE shall have no right to assign this Agreement or assign, transfer

otherwise encumber any commission due SALES REPRESENTATIVE under this Agreement

without PRINCIPAL's express written consent. Any attempted assignment

shall be void

and shall result in the immediate termination of the Agreement without

notice or further

action by PRINCIPAL.

7. SALES REPRESENTATIVE shall have the right to employ or appoint sub manufacturer's

representatives within the territory described in Paragraph 1 provided, however, that no

such employment or appointment shall have the effect of creating a contractual

relationship between PRINCIPAL and any such sub representative or employee or any

additional commissions.

8. PRINCIPAL shall have the right to request that SALES REPRESENTATIVE sell or solicit sales

outside the territory described in paragraph I. Any such request shall be in writing. SALES

REPRESENTATIVE shall have the right to refuse to sell or to solicit sales outside the territory.

He shall make such agreement in writing. Commissions payable to SALES REPRESENTATIVES

in the event of sales outside the territory at PRINCIPAL's request shall be agreed upon in

writing prior to any solicitation.

9. SALES REPRESENTATIVE acknowledges that during the term of this Agreement he will have

access to and become familiar with various trade secrets of PRINCIPAL, including,

but not

limited to patterns, devices, secret inventions, manufacturing processes, sales and

marketing information, price information, compilations of information of records and

specifications which are owned by PRINCIPAL and which are regularly used in the

operation

of PRINCIPAL's business. SALES REPRESENTATIVE shall not disclose any of the

trade secrets

directly or indirectly and shall not use them in any way, either during the

term of this

Agreement or at any time thereafter, except as required in the course of the

performance

of his duties under this Agreement. All files, records, documents, drawings,

specifications,

samples, equipment and similar items relating to PRINCIPAL's business,

whether prepared

by SALES REPRESENTATIVE or otherwise coming into his possession,

shall remain the

exclusive property of the PRINCIPAL and shall be returned to the

PRINCIPAL immediately

upon termination of this Agreement. During the term of this Agreement, SALES

REPRESENTATIVE shall not directly or indirectly, either as an

employee, employer, consultant, agent, principal, partner, shareholder, office, director,

or in any other individual or representative capacity, engage or participate in any

business that is in competition in any manner whatsoever with PRINCIPAL's business

Notwithstanding paragraph 10, any breach of paragraph 9 will result in immediate

termination of this agreement and forfeit by SALES REPRESENTATIVE of any commissions

owed by PRINCIPAL.

10. This Agreement may be terminated by either PRINCIPAL or SALES REPRESENTATIVE upon

thirty (30) days' written notice. The ninety-day period shall commence upon

deposit of the notice in the United States mail, postage prepaid and properly addressed,

to the last known address of either party. In the event the PRINCIPAL terminates this

agreement, commissions will be paid on all orders credited to the SALES

REPRESENTATIVE and paid for by the customer within sixty (60) days from the date of

the written notice of termination.

11. This Agreement is made and entered into in the Province of Ontario. It is to be

construed

and interpreted under the laws of the Province of Ontario without regard

to its conflict of law rules. This Agreement

may be modified only by an instrument in

writing executed by both PRINCIPAL and SALES REPRESENTATIVE.

AGREED and ACCEPTED

By Principal:

NRG EQUIPMERNT INC. Date:

_____________________

Print Name

_____________________

Sign

By Sales Representative:

INSERT COMPANY NAME

______________________ Date:

Print Name

______________________

Sign