Agreement Draft

JOB NO: ACCOUNT CODE: This agreement is made this d day of 20 10 , by and between __________, Inc. (Contractor) and (Subcontractor) to perform the Work identified in Article 2 in accordance with the Project's Contract Documents. PROJECT: OWNER: ARCHITECT: CONTRACTOR: . SUBCONTRACTOR: Article 1 CONTRACT PAYMENT. The Contractor agrees to pay Subcontractor for satisfactory performance of Subcontractor's Work the sum of Dollars ($ ). Progress payments, less retainage of 10%, shall be made to Subcontractor for Work satisfactorily performed no later than Seven ( 7 ) days after receipt of payment from Owner for Subcontractor's Work. Final payment of the balance due shall be made to Subcontractor not later than Seven ( 7 ) days after receipt by Contractor of final payment from Owner for Subcontractor's Work. These payments are subject to receipt of such lien waivers, affidavits, warranties, and guarantees required by the Contract Documents or Contractor. Article 2 SCOPE OF WORK. (a) Subcontractor shall furnish necessary labor, materials, services, tools, equipment and other things necessary to fully perform and complete the Work in cooperation with the other trades in a good and workmanlike manner to the satisfaction and acceptance of Contractor and Owner and perform all the Work as set forth herein (hereinafter referred to as the "Work"). (b) No claim shall be made due to minor variations in the actual conditions of the premises from what is shown on the plans. Subcontractor shall examine the premises, note and ascertain the existing conditions at the site and the nature and location of the Work. All Work affected or governed thereby or required for the thorough and satisfactory execution and completion of his Work, whether indicated or specified or not, and regardless of quantity estimated, shall constitute part of this Subcontract and shall be performed without extra charge. (c) Subcontractor agrees to commence Subcontractor's Work herein described upon notification by Contractor, and to perform and complete such Work in accordance with Contract Documents and under the general direction of Contractor in accord with Contractor's schedule. This shall include all work necessary or incidental to complete the: . Work for the Project as more particularly, though not specified in . Article 3 SCHEDULE OF WORK. (a) Subcontractor hereby acknowledges that time is of the essence with respect to the Contractor's completing the Project pursuant to the General Contract and that such completion is substantially dependent upon Subcontractor's performance of this Subcontract on or before the dates set forth in the Progress Schedule and/or Progress Meetings. Time, therefore, is of the essence in this Subcontract. (b) Subcontractor shall turn the Work over to Contractor in good condition and free and clear of all claims or liens arising from the performance of the Subcontract, and shall, at his expense, defend all suits and pay all claims arising from his performance of this Subcontract. (c) Subcontractor covenants and agrees that he shall not employ any labor which will interfere with labor harmony at the job site or with the introduction and storage of materials and execution of Work by other subcontractors. If Subcontractor breaches this covenant and such breach shall cause a stoppage or Work at the job site, Subcontractor shall be liable for all damages suffered by Contractor caused by such delay in completing the job, including specifically any penalty or liquidated damages in the General Contract imposed upon Contractor for failing to complete the job on the completion date set forth in such Contract. (d) Subcontractor shall, prior to submission of his first requisition for payment, supply to Contractor the name, address and telephone number of every supplier or Subcontractor furnishing materials and/or labor to Subcontractor for the Work covered herein and a cost breakdown of this Subcontract. (e) Subcontractor shall comply with all laws, ordinances and regulations relating to the manner of doing the work or to the supplying of the material at the job site, and shall provide safe working conditions for his employees, other employees and the public. (f) If any part of Subcontractor's work, depends for proper execution or results upon the work of any other Subcontractor, Subcontractor shall inspect and promptly report to Contractor any defects in such work that render it unsuitable for such proper execution and results. Subcontractor's failure to inspect and report shall constitute an acceptance of the other Subcontractor's work as fit and proper for the reception of Subcontractor's work. (g) Time is of the essence. Subcontractor shall provide Contractor with any requested scheduling information of Subcontractor's Work. The Schedule of Work, including that of this Subcontract shall be prepared by Contractor and may be revised as the Work progresses. Subcontractor recognizes that changes may be made in the Schedule of Work and agrees to comply with such changes without additional compensation. Subcontractor shall coordinate its work with all other contractors, subcontractors, and suppliers on the Project so as not to delay or damage their performance, work, or the Project. Article 4 CHANGES. (a) Contractor may authorize changes to or deductions from the Work, said authorization to be effective and binding only when written (hereinafter referred to as "extra work"). (b) Whenever extra work is requested by Contractor and the scope and nature of same is reasonably susceptible to lump sum quotation, Subcontractor shall provide such quotation within five (5) days of a request for same. (c) Any claim for compensation for extra work, whether lump sum or otherwise, must be presented to Contractor within five (5) days of authorization of the extra work. Claims for extra work received thereafter will not be considered. Proper claims for extra work shall be paid in accordance with this Subcontract Agreement. (d) Duly authorized extra work is hereinafter deemed included in the "Work". No dispute as to adjustments in the Contract Amount for extra work shall excuse Subcontractor from proceeding with the Work. (e) Contractor, without nullifying the Agreement, may direct Subcontractor to make changes to Subcontractor's Work. Adjustment, if any, in the contract price or contract time resulting from such changes shall be set forth in a Subcontractor's Change Order pursuant to the Contract Documents. Article 5 FAILURE OF PERFORMANCE. (a) Should Subcontractor at any time fail to prosecute and complete the Work in accordance with the Progress Schedule or as herein provided or fail to diligently and continuously perform his Work, or if in the opinion of Contractor the Work of Subcontractor cannot be completed in the time period set forth, or if Contractor is notified or Subcontractor's failure to pay for any material or labor used on the Project, or in the event of a strike or stoppage or Work resulting from a dispute involving or affecting the labor employed by Subcontractor or his Subcontractors, or if Subcontractor fails to perform any of the requirements herein, then such event shall be deemed a default and Contractor shall notify Subcontractor to correct such default and shall specify in such notice the action to be taken and a reasonable date by which the default shall be corrected. (b) If a default occurs and is not corrected on or before the date specified in the notice to Subcontractor, Contractor shall be entitled to exercise either or both of the following remedies as well as any other remedies available, including but not limited to binding and consolidated arbitration in accordance wit the terms of the General Contract or through litigation in a court of law. (1) Contractor may immediately take any action necessary to correct such default, including specifically the right to provide labor, overtime labor and materials and may deduct the cost of correcting such default from payment due, or that may become due to Subcontractor. (2) Contractor may terminate this Subcontract and the employment of Subcontractor, take possession of Subcontractor's materials, tools and equipment used in performing such Work, and employ another Subcontractor or use the employees of Contractor to finish the remaining Work to be performed hereunder. Contractor may deduct the costs of completing the remaining work from the unpaid contract price, and if the cost of completing the remaining Work exceeds the unpaid Contract amount, Subcontractor shall pay to Contractor such excess costs, including but not limited to overhead and attorney's fees. Contractor, in any such event may also refrain from making any further payments under this Subcontract to Subcontractor until the entire project shall be fully finished and accepted by Owner, at which time, if the unpaid balance of the amount to be paid under this Subcontract shall exceed the expense incurred by Contractor to Subcontractor, but if such expenses and damages shall exceed such unpaid balance Subcontractor shall promptly pay the difference to Contractor if Contractor does not terminate the right of Subcontractor to proceed, Subcontractor shall continue with the balance of the Work. If Owner is damaged by reason of any breach by Subcontractor of this Subcontract the Subcontractor shall, subject to any defenses and offsets to which Subcontractor may be entitled under this Subcontract, pay Owner such damages. Article 6 INSURANCE. SUBCONTRACTOR SHALL FURNISH CERTIFICATE LISTING __________ INC AS CERTIFICATE HOLDER AND ADDITIONAL INSURED. (a) In consideration of the sum of One Dollar ($1.00) paid by Contractor to Subcontractor, receipt of which is hereby acknowledged, for the indemnification hereinafter set forth. Subcontractor agrees to indemnify and save Contractor and Owner harmless against and from any and all claims arising from the conduct, management or performance of the Work, including without limitation, any and all claims arising from any condition or the Work arising from any breach or default of the part of Subcontractor in the performance of any covenant or agreement on his part to be performed, pursuant to the terms of this Subcontract or arising from any act or negligence of Subcontractor or any of his agents, Subcontractors, servants, employees or licensees , or arising from any accident, injury or damage whatsoever caused by any person, firm or corporation, brought thereon, and in case any action or proceeding is defended against Contractor, shall defend against such action or proceeding by counsel satisfactory to Contractor and Owner, unless such action or proceeding is defended against by counsel for any carrier of public liability insurance referred by herein. (b) Prior to commencing work, Subcontractor shall procure and maintain in force at Subcontractor's expense until the completion and final acceptance of the Work, the following insurance from companies satisfactory to Contractor in the indicated amounts. Workers' Compensation Insurance (Statutory Maximum at Job Site location) and Employees Liability Insurance, Comprehensive General Liability Insurance ($1,000,000.00 combined single limit) including premises-operation, independent contractors, products completed operations hazard with contractual coverage and Comprehensive Automobile Liability Insurance ($1,000,000.00 combined single limit) and shall furnish to Contractor duplicate of original copies of insurance certificates evidencing compliance with the foregoing insurance requirements, naming Contractor as additional insured. All policies shall provide for ten (10) day cancellation or change notice to Contractor in the event of any change in or cancellation of said policies. The indemnification obligations under Section 5a shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Subcontractor under Workers' Compensation Acts, Disability Benefit Acts or Other Employee Benefits Acts. Contractor and Subcontractor waive all rights against each other for damages by fire or other perils covered by property insurance set forth in the General Contract except for proceeds of insurance held by Owner as trustee. ______________ shall be named additional insured on the certificate of insurance. Article 7 INDEMNIFICATION. To the fullest extent permitted by law, Subcontractor shall indemnify and hold harmless Owner, Architect, Architect's Consultants, and Contractor from all damages, losses, or expenses, including attorneys fees, from any claims or damages for bodily injury, sickness, disease, or death, or from claims for damages to tangible property, other than the Work itself. This indemnification shall extend to claims resulting from performance of this Subcontract and shall apply only to the extent that the claim or loss is caused in whole or in part by any negligent act or omission of Subcontractor or any of its agents, employees, or subcontractors. This indemnity shall be effective regardless of whether the claim or loss is caused in some part by a party to be indemnified. The obligation of Subcontractor under this Article shall not extend to claims or losses that are primarily caused by Architect or Architect's consultant's performance or failure to perform professional responsibilities. Subcontractor agrees to hold __________, Inc. harmless in the event of damages or injuries due to any negligence of their part, and that they will pay all legal and defense costs associated with any damage or injury claims. Article 8 WARRANTY. Subcontractor warrants its work against all deficiencies and defects in materials and/or workmanship and agrees to satisfy same without cost to Owner or Contractor for a period of one (1) year from the date of Substantial Completion of the Project or per Contract Documents, whichever is longer. Article 9 SPECIAL PROVISIONS. In witness whereof, the parties have executed this Agreement under Seal, the day and year first written above. . Subcontractor Firm Name Contractor Firm Name X X BY: BY: Subcontractors Federal Tax ID Number:

The undersigned hereby offers to subscribe for the number of shares of Common Stock (the “Shares”) of ______________________________ (the “Company”) set forth on the signature page of this Subscription Agreement at a price of $__________ per Share. By execution of this Subscription Agreement, the undersigned hereby acknowledges that the undersigned understands that the Company is relying upon the accuracy and completeness hereof in complying with its obligations under applicable federal and state securities laws. The undersigned further acknowledges and certifies that the undersigned received and read the Private Placement Memorandum of the Company dated ____________________ and any supplements thereto (the “Private Placement Memorandum”), and the undersigned is familiar with the terms and provisions thereof. The undersigned agrees and represents as follows: 1. Representations, Warranties and Agreements. The undersigned hereby represents and warrants to, and agrees with, the Company, as follows: (a) That the undersigned is aware of the following: (1) The Shares are speculative investments which involve a substantial degree of risk of loss by the undersigned of the undersigned's entire investment in the Company and that the undersigned understands and takes full cognizance of the risk factors related to the purchase of the Shares, including, but not limited to those set forth in the Private Placement Memorandum; (2) The Company is newly formed and has been operating at a loss and may do so for the foreseeable future. (3) There are significant restrictions on the transferability of the Shares; the Shares will not be, and the investors will have no rights to require that the Shares be registered under the Securities Act (the “Act”) or any state securities laws; there is no public market for the Shares and none is expected to develop; and, accordingly, it may not be possible for the undersigned to liquidate the undersigned's investment in the Company; (4) No federal or state agency has made any findings as to the fairness of the terms of the offering; and (5) Any projections or predictions that may have been made available to investors are based on estimates, assumptions and forecasts which may prove to be incorrect; and no assurance is given that actual results will correspond with the results contemplated by the various projections; (b) That at no time has it been explicitly or implicitly represented, guaranteed or warranted to the undersigned by the Company, the agents and employees of the Company, any other person: (1) That the undersigned will or will not have to remain as owner of the Shares an exact or approximate length of time; (2) That a percentage of profit and/or amount or type of consideration will be realized as a result of this investment; (3) That any cash dividends from Company operations or otherwise will be made to shareholders by any specific date or will be made at all; or (4) That any specific tax benefits will accrue as a result of an investment in the Company; (c) That the undersigned is financially responsible, able to meet all obligations hereunder, and acknowledges that this investment will be long-term and is by nature speculative; (d) That the undersigned has received and carefully read and is familiar with the Private Placement Memorandum, this Subscription Agreement, and all other documents in connection therewith, and the undersigned confirms that all documents, records and books pertaining to the investment in the Company have been made available to the undersigned and/or to the undersigned's personal investment, tax and legal advisers, if such advisers were utilized by the undersigned; (e) That the undersigned has relied only on the information contained in the Private Placement Memorandum and that no written or oral representation or information that is in any way inconsistent with the Private Placement Memorandum and has been made or furnished to the undersigned or to the undersigned's purchaser representative in connection with the offering of the Shares, and if so made, has not been relied upon; (f) That the undersigned is capable of bearing the high degree of economic risks and burdens of this venture including, but not limited to, the possibility of complete loss of investment and the lack of a public market which may make it impossible to readily liquidate theinvestment whenever desired; (g) That the undersigned is an “accredited investor” as that term is defined in Regulation D under the Act or is otherwise a sophisticated, knowledgeable investor (either alone or with the aid of a purchaser representative) with adequate net worth and income for this investment; (h) That the undersigned has knowledge and experience in financial and business matters (either alone or with the aid of a purchaser representative), is capable of evaluating the merits and risks of an investment in the Company and its proposed activities andhas carefully considered the suitability of an investment in the Company for the undersigned's particular financial situation, and has determined that the Shares are a suitable investment; (i) That the offer to sell Shares was communicated to the undersigned by the Company in such a manner that the undersigned was able to ask questions of and receive answers from the Company concerning the terms and conditions of this transaction and that at no time was the undersigned presented with or solicited by any leaflet, public promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of advertising or general solicitation; (j) That the Shares for which the undersigned hereby subscribes are being acquired solely for the undersigned's own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and theundersigned agrees that such Shares will not be sold without registration under the Act or an exemption therefrom. In furtherance thereof, the undersigned will not sell, hypothecate or otherwise transfer the undersigned's Shares unless the Shares are registered under the Act and qualified under applicable state securities laws or unless, in the opinion of the Company, an exemption from the registration requirements of the Act and such laws is available; (k) That the undersigned has had prior personal or business relationships with the Company or its affiliates, or by reason of the undersigned's business or financial experience (either alone or with the aid of a purchaser representative), the undersigned has the capacity to protect the undersigned's own interest in connection with this transaction; (l) That the undersigned has been advised to consult with the undersigned's own attorney regarding legal matters concerning an investment in the Company and has done so to the extent the undersigned considers necessary; (m) That the undersigned certifies, under penalty of perjury, (i) that the social security or Tax Identification Number set forth herein is time, correct and complete, and (ii) that the undersigned is not subject to backup withholding either because the undersigned has not been notified that the undersigned is subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified the undersigned that the undersigned is no longer subject to backup withholding; and (n) That the undersigned acknowledges that the Private Placement Memorandum reflects the Company's current intentions and estimates at the current time, and as with any developing company, the precise elements of the Company's plans can be expected to change from time to time. 2. Indemnification. The undersigned shall indemnify, defend and hold harmless the Company, and any officers, employees, shareholders, partners, agents, directors or controlling persons of the Company (collectively the “Indemnified Parties” and individually an “Indemnified Party”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against losses, liabilities and expenses of each Indemnified Party (including attorneys' fees, judgments, fines and amounts paid in settlement, payable as incurred) incurred by such person or entity in connection with such action, arbitration, suit or proceeding, by reason of or arising from (i) any misrepresentation or misstatement of facts or omission to represent or state facts made by the undersigned, including, without limitation, the information in this Subscription Agreement, or (ii) litigation or other proceeding brought by the undersigned against one or more Indemnified Party wherein the Indemnified Party is the prevailing party. 3. Entity Investors. If the undersigned is an entity, trust, pension fund or IRA account (an “Entity”), the Entity and the person signing on its behalf represent and warrant that: (i) such Entity is an existing entity, and has not been organized or reorganized for the purpose of making this investment (or if not true, such fact shall be disclosed to the Company in writing along with information concerning the beneficial owners of the Entity), (ii) the undersigned has the authority to execute this Subscription Agreement, and any other documents in connection with an investment in the Shares, on the Entity's behalf, (iii) the Entity has the power, right and authority to invest in the Shares and enter into the transactions contemplated thereby, and that the investment is suitable and appropriate for the Entity and its beneficiaries (given the risks and illiquid nature of the investment) and (iv) all documents executed by the entity in connection with the Company are valid and binding documents or agreements of the Entity enforceable in accordance with their terms. 4. Revocation. The undersigned agrees that the undersigned may not cancel, terminate or revoke the offer to subscribe for shares for a period of 120 days or any agreement hereunder at any time and that this Agreement shall survive the death or disability of the undersigned and shall be binding upon the undersigned's heirs, executors, administrators, beneficiaries, successors and assigns. 5. Certain Securities Law Matters. (a) The Shares shall not be sold, assigned, transferred or pledged except upon satisfaction of the conditions specified in this Section 5, which conditions are intended to ensure compliance with the provisions of the Act. The undersigned will cause any proposed purchaser, assignee, transferee or pledgee of the Shares held by the undersigned to agree to take and hold such securities subject to the provisions and conditions of this Section 5. (b) Each certificate representing (i) the Shares and (ii) any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. The undersigned consents to the Company making a notation on its records and giving instructions to any transfer agent of the Shares in order to implement the restrictions on transfer established in this Section 5. (c) The undersigned agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer or pledge of any Shares, unless there is in effect a registration statement under the Act covering the proposed transfer, the undersigned thereof shall give written notice to the Company of the undersigned's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at the undersigned's expense evidence satisfactory to the Company the effect that the proposed transfer of the Shares may be effected without registration under the Act or applicable state securities law. 6. Investor Information The Company may only accept subscriptions from persons who meet certain suitability standards. Therefore, certain information is requested below. (a) Name: Age: Social Security Number: (b) Home Address: Home Telephone Number: (c) Firm Name: Nature of Business: Position/Title: Length of Time in Position: Business Address: Zip Code: Business Telephone Number: (d) Send Correspondence to: Home Business (e) List each prior employment position or occupation during the last five years, giving dates: (f) List any business or professional education, indicating degrees received, if any: (g) (1) My net worth (together with my spouse’s net worth), is in excess of $_________ (2) In order for the Company to determine if I qualify as an “accredited investor” under Regulation D of the Securities Act, the reasonable fair market value of my personal home, home furnishings, and automobile is in excess of $__________. (3) For years_____ and ____ my actual and for current year___ my estimated annual gross income was or is (do not include your spouse’s income): [Year] $_________ [Year] $_________ [Year]___: $_________ (4) My spouse’s actual gross income for [year]___ and [year]___ and estimated current year___ gross income was or is: [Date]___: $______ [Date]___: $_______ Current Year___: $________ (h) Previous Investment Experience in Other Private Offerings of Securities or Other Relevant Experience: Name of Program 1. Or Company 2. 3. Amount Invested 1. 2. 3. (i) In which state do you currently (a) Maintain your primary residence? (b) Maintain your secondary residence? (c) Vote? (d) File income tax returns? (e) Maintain a driver’s license? (j) List any other information you believe is relevant in showing that you are able to adequately evaluate the risks and merits of this investment: In furnishing the above information, I acknowledge that the Company will be relying thereon in determining, among other things, whether there are reasonable grounds to believe that I qualify as a purchaser under applicable securities laws for the purposes of the proposed investment. 7. Miscellaneous. (a) All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Company at the address set forth on the instructions page hereof and to the undersigned at the address set forth on the signature page hereof. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to conflict of law principles. (c) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings, representations, warranties or agreements (whether oral or written) and may be amended only by a writing executed by all parties. (d) The undersigned acknowledges that the Company may, in its sole and absolute discretion, accept or reject this subscription offer in whole or in part. 8. Certification. The undersigned represents to you that (i) the information contained herein is complete and accurate on the date hereof and may be relied upon by you and (ii) the undersigned will notify you immediately of any change in any of such information occurring prior to the acceptance of the subscription and will promptly send you written confirmation of such change. The undersigned hereby certifies that he has read and understands the Private Placement Memorandum and this Subscription Agreement. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this __________ day of _______________. Number of Shares Subscribed for NAME OF PURCHASER at $__________ per share Total Purchase Price Signature Title of Authorized Signatory if Purchaser Is a corporation, partnership or other entity Signature of Spouse or Co-owner

THIS AGREEMENT is made by and between _________________________________________ ("Principal") located at _____________________________________ and ______________________________________ ("Otherside"), located at___________________________________________ _______________________________. In consideration of the mutual covenants and promises contained in this Agreement as set forth below, the Principal and the Other side agree as follows: Article 1. Legal Status of the Parties. Section 1.1. Legal Status of the Principal. The Principal is duly organized, validly existing, and in good standing under the laws of the State of _____________________ with the power to own property and carry on its business as it is now being conducted. Section 1.2. Legal Status of the Other side. The Other side is a(n) _________________________________________ having a primary place of business at _______________________________________________. Section 1.3. Company Business. The Principal is engaged in the business of manufacturing and selling________________________ _________________________________. The Other side declares that the Other side possesses the financial and physical resources to promote the sale and use of the products of the Principal and desires to develop a demand for and sell such products as authorized in this Agreement. The Principal desires the Other side to develop a demand for and sell its products on the terms and conditions set forth in this Agreement. Article 2. Agency. Section 2.1. Exclusive Appointment. a. The Principal appoints the Other side as exclusive sales representative for the sale of its products within the following territory: This territory may be subsequently enlarged, reduced, or changed in area with the mutual consent of the parties. b. During the continuance of this Agreement, the Principal shall not appoint any other person, firm, or corporation to sell the same products in the territory. c. Except as the Principal may subsequently authorize in writing, the Otherside shall not sell any of the Principal's products outside of the territory. Section 2.2. Products Covered. a. The products of the Principal covered by this Agreement are those which it and its subsidiaries manufacture and sell under the following trade names: b. If any products that the Principal may hereafter manufacture and sell may be in conflict with or competitive to the products of other manufacturers then being distributed by the Other side, the Other side reserves the right by written notice to the Principal to exclude such of the Principal's products from the scope of this Agreement and to consent to their sale by others in the territory covered. Section 2.3. Compensation. a. The Principal shall pay to the Other side as compensation for his/her services a commission of _______________________ percent (______%) of the net invoice value of all shipments of its products to any part of his/her territory for which the Principal shall have received payment. "Net invoice value" is defined as the gross invoice amount, less any returns, and allowances. The Principal shall pay the commissions on the ___________ _______ day of each month for all shipments paid for during the preceding calendar month. b. If this Agreement shall terminate for any reason whatsoever, the Principal shall pay the Otherside a full commission for orders solicited by the Otherside and accepted by the Principal prior to the effective date of such termination, regardless of when shipments are made or invoices rendered. Article 3. Operations. Section 3.1. Quotations. In obtaining sales of the Principal's products, the Other side shall quote only the prices and terms listed in the Principal's published price lists or as approved in writing by the Principal. Section 3.2. Forwarding and Acceptance of Orders. The Other side shall forward all orders promptly to the Principal and each order shall be subject to the Principal's acceptance. Upon acceptance, the Principal shall forward to the Other side a copy of the invoice acknowledging acceptance of the order and the delivery dates of the ordered products. The Principal shall not unreasonably withhold acceptance of any order. However, the Principal does reserve the right to reject any order solicited by the Other side for any valid good faith business reason which in the considered judgment of the Principal is sufficient grounds for rejection. Section 3.3. Invoices and Collections. All invoices in connection with orders solicited by the Other side shall be sent by the Principal, direct to the customer, with a copy to the Other side. The Principal is responsible for all collections and bad debts. The Principal also exercises complete control over the approval of all customers credits, orders, and contracts. The Principal shall have no right to debit the Other side for the loss of any sum involved in any invoice from the Principal to the customer, unless that customer is the Other side. The Other side shall forward promptly to the Principal all payments which the Other side may collect from customers of the Principal. Furthermore, the Other side shall make no allowances or adjustments in accounts, or authorize the return of any products, unless given specific advance authorization, in writing, by the Principal. Section 3.4. Authority to Employ Salespeople. The Otherside shall have full authority to employ such salespersons at such compensation and on such other conditions as the Otherside deems proper to sell the products of the Principal in the territory. The contract which the Otherside makes with such salespeople shall contain a provision that the salespeople are the employees of the Otherside and are to be paid by him/her alone and, that in employing the salespeople, the Otherside is acting individually and not as an Otherside for the Principal. Section 3.5. Payment of Expenses. The Otherside shall assume and pay all the costs of conducting the sales agency, including commissions or other compensation to salespeople in the Otherside's employ. Section 3.6. Samples and Advertising Matter. The Principal at its own expense shall furnish the Otherside a reasonable supply of samples and marketing and sales literature, such as brochures, technical data sheets, catalogues, etc. Sample cases are the exclusive property of the Principal and, on termination of this Agreement, the Otherside shall return them to the Principal at the Principal's expense. Section 3.7. Supplies and Deliveries. The Principal shall maintain sufficient inventory and supplies to enable it to promptly deliver all orders solicited by the Otherside. The Principal shall furnish to the Otherside information relating to the delivery of the products as is reasonable required in the interest of the customer. Section 3.8. Assistance in Training. The Principal shall reasonably a.) render advice to the Otherside in connection with the Otherside's soliciting orders, b.) familiarize the Otherside with the operation of the products, and c.) render assistance to the Otherside in training any of the Otherside's employees or representatives in connection with soliciting orders. Section 3.9. Availability of Information. During the term of this Agreement, the Principal shall, at its expense, promptly make available to the Otherside and to customers solicited by the Otherside, copies of the Principal's brochures, customer lists, forms of orders and contracts, and other information reasonable necessary for the Otherside's performance under this Agreement. Section 3.10. Product Warranty. The Principal shall furnish to each customer solicited by the Otherside, the Principal's "Standard Warranty" covering the products. This Standard Warranty shall contain a statement to the effect that no one is authorized to make any warranty or representation other than as set forth in the Standard Warranty, and that the customer may not rely on any other warranty or representation. The Principal shall be solely responsible for the design, development, supply, production, and performance of the products for which orders are solicited under this Agreement and for the protection of its trade names. The Principal assumes all responsibility for all liabilities and expenses relating to the products. The Principal shall hold the Otherside harmless from, and indemnify the Otherside for, all liability, loss, costs, expenses, or damages however caused by reason of any products or any act or omission of the Principal which may result from the sale or distribution of the products by the Otherside. No warranty of any nature as to any of the products shall run from the Principal to the Otherside. Section 3.11. Handling of Inquires. The Principal shall promptly forward to the Otherside the original of all product inquiries received by the Principal from potential or actual customers within the territory, for the Otherside's attention and handling, along with a copy of any acknowledgment the Principal may desire to forward to the inquirer. The Principal shall make available to the Otherside such information as may be reasonably required by the Otherside to enable it to process the inquiry. Section 3.12. Shipment Reports. The Principal shall furnish to the Otherside at the Otherside's address for receiving notices, not later than the _______________________(______) day of each calendar month, a list indicating by customer name and products, the shipment(s) of products, invoices rendered for the products, and acceptance and rejection of orders during the immediately preceding calendar month. These "Shipments Reports" shall be certified by an authorized officer of the Principal and shall be subject to an audit by public accountants selected by the Otherside at its expense, not more frequently than once each calendar quarter. Section 3.13. Selling Effort. The Otherside shall use reasonable best efforts to solicit orders in the territory. During the entire term of this Agreement, the Otherside shall have the right to promote, solicit orders for, sell, and/or otherwise market other goods, equipment, and/or services manufactured or supplied by persons or firms other than the Principal. However, if these other products compete directly or indirectly with the Principal's products, the Otherside shall first obtain the prior written approval of the Principal with respect to representing these other products. Article 4. Termination. Section 4.1. Grounds. a. Either party may terminate this Agreement by written notice to the other party on the occurrence of any of the following events: (1) There shall be a substantial failure by the other party to perform one or more of its obligations under this Agreement which shall not have been cured within ____________________ (_____) days after written notice specifying the nature of such failure. (2) The other party shall make a general assignment for the benefit of creditors. (3) A receiver of all or substantially all of the property of the other party shall be appointed. (4) The other party shall become or be declared insolvent. (5) The other party shall file any petition in bankruptcy or shall be adjudged a bankrupt. (6) Sale of the business of either party. (7) Death or incapacity of either party (if the party is an individual). b. Both parties may terminate this Agreement by mutual consent. Such termination shall take effect on a date mutually agreed upon by both parties. Section 4.2. Applicability of Terms after Termination. In the event of termination, this Agreement shall remain applicable to any orders for products which the Otherside has previously placed and to any other orders which may be executed within _________________ (_____) days subsequent to the effective date of termination. Article 5. General Provisions. Section 5.1. Effect of Partial Invalidity. The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall remain in full force and effect. Section 5.2. Entire Agreement. This Agreement contains the complete Agreement between the parties and shall supersede all other agreements, either oral or written, between the parties. The parties stipulate that neither of them has made any representations except as are specifically set forth in this Agreement and each of the parties acknowledges that they have relied on their own judgment in entering into this Agreement. Section 5.3. Assignment. Neither party to this Agreement may assign their rights under this Agreement unless the other party so consents to the assignment in writing. Section 5.4. Notices. All notices, requests, demands, and other communications shall be in writing and shall be given by registered or certified mail, postage prepaid, to the addresses shown on the first page of this Agreement, or to such subsequent addresses as the parties shall so designate in writing. Section 5.5. Governing Law The laws of the State of _______________ shall govern this Agreement Section 5.6. Attorney's Fees Should any action be commenced between the parties to this Agreement concerning the matters set forth in this Agreement or the rights and duties of either in relation thereto, the prevailing party in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its Attorney's Fees and Cost. Section 5.7. Arbitration and Venue Any controversy arising out of or relating to this Agreement or any modification or extension thereof, including any claim for damages and/or recession, shall be settled by arbitration in _____________County, ______________(state) in accordance with the Commercial Arbitration Rules of the American Arbitration Association before one arbitrator. The arbitrator sitting in any such controversy shall have no power to alter or modify any express provisions of this Agreement or to render any reward which by its terms effects any such alteration, or modification. The parties consent to the jurisdiction of the Superior Court of _________(state), and of the United States District Court for the _________ District of _________(state) for all purposes in connection with such arbitration including the entry of judgment on any award. The parties consent that any process or notice of motion or other application to either of said courts, and any paper in connection with arbitration, may be served by certified mail or the equivalent, return receipt requested, or by personal service or in such manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed. The parties further agree that arbitration proceedings must be instituted within one year after the claimed breach occurred, and that such failure to institute arbitration proceedings within such period shall constitute an absolute bar or the institution of any proceedings and a waiver of all claims. This section shall survive the termination of this Agreement. Section 5.8. Amendment. Any modification, amendment or change of this Agreement will be effective only if it is in a writing signed by both Partners. Section 5.9. Headings. The titles to the paragraphs of this Agreement are solely for the convenience of the Partners and shall not affect in any way the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on this ____________________ day of _____________________, 20___. OTHERSIDE: PRINCIPAL: __________________________________ ______________________________ (Company name) (Company name) By:______________________________ By:____________________________ (Signature) (Signature) __________________________________ ______________________________ (Typed or printed name) (Typed or printed name) Its:______________________________ Its:___________________________ (Title) (Title)