SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT by and between goodideazs, LLC, whose address is 69 North Fullerton Avenue, Montclair, NJ, hereinafter referred to as "Company",

and:

______________________________________________________________________

whose address is:

______________________________________________________________________
hereinafter referred to as "Sales Representative".


WHEREAS, Company is engaged in the marketing and sale of internet advertising and related services; and

WHEREAS, Sales Representative desires to sell Company's services in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, it is agreed as follows:

1. Company hereby appoints Sales Representative as an authorized non-exclusive independent Representative to sell and promote all services provided by Company in the following geographical area:

(to be mutually agreed upon in writing)

hereinafter referred to as "Territory".

2. Sales Representative shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and promote the sale of Company's services in Territory during the term of this Agreement. Sales Representative’s sales and promotional efforts shall be directed toward the following: sale of internet advertising and related services.

Sales Representative shall assist Company and shall perform any and all services required or requested in connection with Company's business, including, but not limited to, such services of an advisory nature as may be requested from time to time by Company. Sales Representative shall periodically, or at any time upon Company's request, submit appropriate documentation of any and all sales and promotional efforts performed and to be performed for Company pursuant to this Agreement.

3. In full payment for all services to be rendered by Sales Representative, Company shall pay Sales Representative commission earned on all clients (hereinafter referred to as “Sales Representative’s Clients”) with which the Company has contracted as a direct result of an appointment made by Sales Representative.

For each contract for the performance of Company's services as arranged by Sales Representative under this Agreement, Sales Representative shall be entitled to a commission as set forth in EXHIBIT A.

Sales Representative will adhere to the Company’s pricing schedule for the advertising and other services to be sold. Any deviation from the Company’s established pricing schedule must be approved in advance by the Company, along with a negotiated commission at a rate different from the rates on EXHIBIT A, and mutually acceptable to both Company and Sales Representative.

Commissions will be paid on the net payments the Company receives from Sales Representative’s Clients, after deduction of all costs incidental to the provision of service to the Client, as determined by the Company, including without limitation, costs for freight, supplies, programming services, and other charges incidental to the sale and performance of said services. For purposes of this Agreement, "Contract" shall mean any agreement and/or order for Company's services sold or arranged by Sales Representative.

4. All Sales Representative’s Client appointments and sales proposals are subject to approval by the Company and the Company may reject an appointment or proposal at any time and for any reason.

5. The Sales Representative shall furnish the Company with copies of all invoices for the Sales Representative’s Clients. The Sales Representative shall keep an accurate set of books and records regarding sales made and commissions due. Commission statements presented to the Sales Representative shall be deemed correct unless objections in writing are received by the Company within thirty (30) days from the issuance of same.

6. Company will pay commissions to Sales Representative on the following schedule:

a. On funds which clear by the 15th of the month, commission payments shall be paid by check or deposited to Sales Representative’s personal bank account no later than the end of the same month the commission is earned.

b. On funds which clear between the 15th and the end of the month, commission payments shall be paid by check or deposited to the Sales Representative’s personal bank account no later than the 15th of the following month.

7. Bad debts, credits or charge-backs will be deducted from sales totals. In the event corresponding commissions have already been paid by Company to Sales Representative, Sales Representative shall reimburse said commissions to Company.

8. Sharing Commissions. Sales Representative acknowledges that clients may operate, conduct business, or have offices or retail outlets, in more than one Territory, and that Sales Representative does not have the exclusive right to solicit business from those clients. If Sales Representative and one or more other Sales Representatives affiliated with Company participate on the same transaction, the commission allocated to their combined activities shall be divided by Company and paid to them according to their written agreement. Company shall have the right to withhold total compensation if there is a dispute between Sales Representative, or if there is no written agreement, or if no written agreement has been provided to Company.

9. No Liability. In no event shall Company be personally liable to Sales Representative for Sales Representative’s share of commissions not collected for any reason whatsoever, nor shall Sales Representative be entitled to any advance or payment from Company upon future commissions. Sales Representative’s only remuneration shall be Sales Representative’s share of the collections received from Sales Representative’s Client. Sales Representative shall not be personally liable to Company for any client obligations not collected, unless, however, such uncollected obligation was due or attributable to the intentional misconduct or gross negligence of Sales Representative.

10. Reports. Sales Representative shall file all active prospects with Company in the next "Monthly Production Report" and "Transactions in Process" report of Sales Representative and shall identify for Company the name and general requirements of all prospects Sales Representative is currently working with. The information contained on Sales Representative’s "Monthly Production Report" and "Transactions in Process" will only be available to Company, and Sales Representative may continue to deal with such prospects on a confidential basis provided that Company’s reputation and good name will be fully protected. If the result of Sales Representative’s efforts is that a prospect is not dealt with satisfactorily and in the best interests of the prospect, Company may in its sole discretion handle the prospect itself or assign the prospect to another sales representative.

11. No Misrepresentations. Sales Representative shall make no misrepresentations or misstatements of fact intentionally or negligently to any prospective client, and/or to any agent, representative or company thereof or therefore, and shall use diligence to verify all facts and information furnished to any client. No agreements shall be made by Sales Representative with any company, sales representative or other persons not associated with Company without the prior written consent of Company.

12. Proprietary Information and Files. (a) All files and documents pertaining to sales, leads and transactions are the property of Company and shall be delivered to Company by Sales Representative immediately upon request or termination of their relationship under this Agreement. (b) Sales Representative acknowledges that Company’s methods of conducting business, customer list, customer information, methods of meeting customer requirements, and all other aspects of Company’s business, are protected trade secrets. (c) Sales Representative shall not use to his/her own advantage, or the advantage of any other person, business, or entity, except as specifically agreed in writing, either during Sales Representatives association with Company, or thereafter, any information gained for or from the business, or files of Company.

13. Sales Representative agrees that during the term of this Agreement or within one year after its termination, Sales Representative, or any agents or representatives under Sales Representative’s control, shall not compete with Company, directly or indirectly, for Sales Representative or on behalf of any other person, firm, partnership, corporation or other entity in the sale or promotion of services the same as or similar to Company's services within the Territory, unless otherwise agreed in writing, not to be unreasonably withheld. Under no circumstances and at no time shall Sales Representative disclose to any person any of the secrets, methods or systems used by Company in its business. All customer lists, brochures, reports, and other such information of any nature made available to Sales Representative by virtue of Sales Representative’s association with Company shall be held in strict confidence during the term of this Agreement and after its termination.

Sales Representative asserts that Sales Representative presently is not engaged in any type of business or activity which might be deemed competitive to Company.

14. Sales Representative agrees to conduct business and represent Company in a professional, legal, and ethical manner in all dealings with other sales representatives, associates, partners and end user customers.

15. Sales Representative agrees to abide by Terms of Use for AGreaterTown.com website viewable on the web at http://www.agreatertown.com/pages/terms.

16. This agreement will be considered in effect on the date that both parties have indicated their acceptance, by written communication.

17. (A) Company and Sales Representative intend that, to the maximum extent permissible by law: (i) this Agreement does not constitute an employment agreement by either party, (ii) Company and Sales Representative are independent contracting parties with respect to all services rendered under this Agreement; (iii) this Agreement shall not be construed as a partnership, and Sales Representative has no ownership interest in Company.

(B) Company shall not dictate Sales Representative’s activities with regard to hours, leads, opportunity or floor time, production, prospects, sales meetings, schedule, inventory, time off, vacation, or similar activities, except to the extent required by law.

(C) Sales Representative shall not be required to accept an assignment by Company to service any particular current or prospective client or parties.

(D) Except as required by law: (i) Sales Representative retains sole and absolute discretion and judgment in the methods, techniques, and procedures to be used in soliciting and obtaining sales, or other transactions, and in carrying out Sales Representative’s work only, and not as to the means by which those results are accomplished, (ii) Sales Representative has no authority to bind Company by any promise or representation, and (iii) Company shall not be liable for any obligation or liability incurred by Sales representative.

(E) As an independent contractor, Sales Representative shall be solely responsible to pay all applicable taxes arising from payments made to Sales Representative by the Company, including, but not limited to, social security, self-employment taxes and disability insurance.

Neither party shall be liable for any debts or obligations of the other, nor for any employment taxes of any kind whatsoever.

Company shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to Sales Representative under this Agreement. Sales Representative shall not be considered an employee of Company and shall not be entitled to participate in any plan, arrangement or distribution by Company pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Company's employees. Representative

18. Sales Representative agrees to indemnify and hold the Company harmless from any and all liability, claims, demands or requirements imposed by federal or state law upon self-employed individuals arising from payments made to the Contractor under this Agreement.

19. Sales Representative shall bear any and all costs or expenses incurred by Sales Representative to perform his/her obligation under this Agreement, including, but not limited to, vehicle insurance, travel expenses and telephone expenses. Sales Representative agrees to bear all expenses incurred in Sales Representative’s sales endeavors except those which the Company agrees to pay for in writing.

20. The rights and duties of Sales Representative under this Agreement are personal and may not be assigned or delegated without prior written consent of Company.

21. Sales Representative is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Company's services without express written authorization from Company.

22. Sales Representative agrees to make no representations, warranties or commitments binding the Company without the Company's prior consent. Sales Representative will execute no agreement on behalf of the Company nor shall the Sales Representative hold out as having such authority. Sales Representative shall incur no obligation on behalf of Company to pay any fees or charges including those incurred in connection with the closing of a sale, and shall in no way obligate Company, including without limitation, for materials or services or for the purchase or lease of client products, without first obtaining the written consent of Company. In addition, the Sales Representative warrants and represents to the Company that the Sales Representative is free to enter into this Agreement and that this does not violate any agreement heretofore made by the Sales Representative.

23. Sales Representative shall indemnify and hold Company harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of Sales Representative or his/her agent or representatives.

24. Any notice under this Agreement shall be deemed given on the third business day following the mailing of any such notice, postage paid, to the address set forth above.

25. This Agreement contains the entire agreement between the parties and any representation, promise or condition not incorporated herein shall not be binding upon either party.

26. Termination by Sales Representative. Upon completion of work in progress, this Agreement may be terminated by Sales Representative at any time, on written notice to Company.

27. Termination by Company. This Agreement may be immediately terminated by Company for any reason on written notice to Sales Representative. Company may immediately terminate this Agreement on oral notice upon the occurrence of any of the following events:

(A) Election of Company to sell its entire business or to cease doing business; or

(B) Any breach of this Agreement by Sales Representative ; or

(C) Violation by Sales Representative of any laws or regulations of governmental organizations regulating the activities of Sales Representative ; or

(D) The filing by or against Sales Representative of any petition under any law for the relief of debtors; or

(E) Conviction of Sales Representative of any crime, other than minor traffic offenses; or

(F) Any act or acts of dishonesty or misrepresentation by Sales Representative towards Company , any fellow sales representative , any client, or any third party; or

(G) Any unauthorized disclosure of confidential information to any person or entity; or

(H) Any act or activity by Sales Representative in competition with, or against the best interests of Company, including without limitation, the planning of any such act or activity;

(I) Violation of the rules and regulations adopted by Company as amended from time to time; or

(J) Violation of any standards of conduct adopted by the Managing Member of Company from time to time.

Sales Representative acknowledges and agrees that Company has adopted a zero tolerance policy towards all forms of discrimination and/or sexual harassment. Sales Representative acknowledges that he/she is familiar with said policies and acknowledges and agrees that any violations of said policies may be cause for immediate termination. Sales Representative agrees to immediately report to Company’s principal any action or suspected action which might give rise to a claim of discrimination and/or sexual harassment.

28. Upon or After Termination. If this Agreement is terminated while Sales Representative has pending transactions that require further work normally rendered by Sales Representative , Company shall make arrangements with another Sales Representative to perform the required work, or Company shall perform the work itself. The Sales Representative performing the work shall be reasonably compensated for completing the work on those transactions, and such reasonable compensation, as determined in Company’s sole and unfettered discretion, shall be deducted from Sales Representative’s share of compensation. Except for such offset, Sales Representative shall receive the compensation due as specified in EXHIBIT A.

29. Termination of Relationship. After termination, Sales Representative shall not solicit (a) prospective or existing clients or customers based upon company-generated leads obtained during the time Sales Representative was affiliated with Company, or (b) any principal, employee or Sales Representative with existing contractual obligations to Company, or (c) any principal or Sales Representative with a contractual transactional obligation for which Company is entitled to be compensated. Even after termination, this Agreement shall govern all disputes and claims between Company and Sales Representative connected with their relationship under this Agreement, including obligations and liabilities arising from existing and completed transactions, and services.

30. Delivery of Records and Documents. Immediately upon any termination hereunder and/or, at Company’s option, upon the giving of notice of termination, Sales Representative shall deliver to Company all papers, records, files and documents which Sales Representative has under his possession or control or has the physical ability to obtain and which constitute trade secrets and confidential information. . Sales Representative shall immediately advise Company of the whereabouts of any such information and documents, which Sales Representative does not possess or have the physical ability to obtain and shall diligently seek to cause their immediate transfer to Company.

31. At will; 30-day Notice. Company’s independent contractor relationship with Sales Representative is at will, and this Agreement may be terminated by either party at any time for any reason. With the exception of the oral notice of termination set forth above, which is effective immediately, said termination will be effective after either party sends to the other, by email, and by Certified Mail, Return Receipt Requested, a written notice of intent to terminate at the expiration of thirty (30) days from the date upon which such notice is mailed to the other. Such termination will then occur at the end of the thirty (30) day notice period.

32. In the event Sales Representative sends Company written notice of Sales Representative’s intent to terminate this Agreement pursuant to Paragraph 31, Sales Representative shall continue to solicit business for the Company during the aforesaid thirty (30) day period.

Notwithstanding the foregoing, if Company sends Sales Representative written notice of its intent to terminate this Agreement pursuant to Paragraph 31, Sales Representative shall cease soliciting clients for Company immediately on the day said notice of termination is received by Sales Representative.

33. At the termination of this Agreement, a final accounting will be made between the Parties. In the event Sales Representative sends Company notice of Sales Representative’s intent to terminate this Agreement pursuant to Paragraph 31, Sales Representative will receive full commission according to the terms set forth in EXHIBIT A (below).

34. Notwithstanding the provisions contained in Paragraph 31, if Company sends Sales Representative written notice of its intent to terminate this Agreement pursuant to Paragraph 31, and Sales Representative is not terminated for cause, Company will pay Sales Representative according to the terms set forth in EXHIBIT A (below).

35. At the termination of this Agreement, Sales Representative shall cease using any sales materials and Company information in Sales Representative’s possession or under Sales Representative’s control and shall return same, including all catalogs, brochures, advertising, literature and other property of Company, immediately upon request. Sales Representative’s commission due, if any, shall not be paid until such property is received by Company and has been returned in reasonably good condition, together with a duly executed General Release.

36. Both parties acknowledge that this Agreement may not be transferred, sold or assigned to any other individual, corporation, partnership or joint venture without Company's prior approval. Notwithstanding the foregoing, Company shall be notified in writing of Sales Representative’s intention to cease solicitation of clients for Company, no less than Five (5) business days prior to the occurrence of same. In no event will Company be bound to continue this Agreement under the same terms and conditions to Sales Representative in the event Sales Representative is no longer personally and actively involved in soliciting clients for the Company.

37. Sales Representative shall not, at any time, employ the services of others to assist Sales Representative in his/her duties as defined under the terms of this agreement, unless otherwise agreed in writing, not to be unreasonably withheld.

38. Existence of Trade Secrets. Sales Representative acknowledges and agrees that any and all information acquired while an independent contractor with Company is the sole property of Company and constitutes secret and confidential trade secrets of Company, and Sales Representative shall not disclose same or use same to his own advantage or the advantage of any other person or entity. Such information includes without limitation, the following: (a) client lists, client information, client requirements, Company’s method of conducting business, and all matters which are competitive and confidential in nature; (b) all files and records, excluding Sales representative Sales Representative’s personal files, maintained by Sales Representative and Company and the information contained therein including interoffice memoranda, mailing lists, manuals, forms, procedural information, reports, market research, data, computer files, software, and other records, all of which have been developed by Company. The disclosure of any such trade secrets or confidential information other than in the ordinary course of business, or the removal, copying or personal use of any information obtained from Company without Company’s prior written consent shall be grounds for termination of this Agreement and shall entitle Company, at its option, to injunctive relief.

39. Restrictions Against Competition

A. During the term of this Agreement, and for a period of twelve months following the termination of this Agreement, Sales Representative will not:

(i) utilize or (except on behalf of Company) furnish to, or permit any person, firm, company, corporation, partnership, joint venture, or any other entity engaged in the internet business, to utilize, Company’s confidential trade secrets or information as to Company or Company’s business, including but not limited to, the Company’s clients, customers, properties, prices, terms of negotiations, policies, or relationships with prospects, the client’s names or contact information. Sales Representative will not remove from the files or from the office of Company, any information pertaining to Company’s business, including, but not limited to, any maps, books, publications, card records, investor lists, or any other material, files or data;

(ii) solicit, directly or indirectly, any of Company’s employees or salespeople to leave Company and associate with a competing internet services; or

(iii) hire, or cause to be hired, or cause to associate with Sales Representative, any person who was associated with Company during the period beginning six months prior to the Termination Date and ending twelve months following the Termination Date.

unless otherwise agreed in writing, not to be unreasonably withheld.

B. In consideration of the Sales Representative’s entry into this Agreement, Company is providing the Sales Representative with confidential trade secrets designed to assure the continued competitiveness and success of the Sales Representative in the fulfillment of the terms and conditions of this Agreement. The confidential trade secrets would not be furnished to the Sales Representative in the absence of a reciprocal agreement on the part of the Sales Representative to adhere to the provisions of Paragraph 38 of this Agreement. Sales Representative acknowledges that Company’s willingness to enter into this Agreement is in reliance on Sales Representative’s assurance that Sales Representative will not violate the provisions of Paragraph 38.. The time and the geographical area of protection specified have been carefully considered, and Sales Representative agrees that the period and area covered are reasonable and necessary to the protection of Company’s confidential trade secrets and the conduct of Company’s business. If Sales Representative breaks the promises in Paragraph ?? , Company will be entitled to an injunction against Sales representative, in the event of a breach or threatened breach of the provisions of this paragraph in a court of law in New Jersey, which Sales Representative agrees has jurisdiction, in addition to any and all other relief to which Company may be entitled at law or in equity.

C. Arbitration Among Company’s Sales Representatives. Sales Representative agrees to arbitrate any disputes with any of Company’s Sales Representatives.

40. Arbitration. With the limited exception of Company’s right to an injunction specified in Paragraph 38 , for which Sales Representative agrees to the jurisdiction of the New Jersey courts, waiving any right to a jury, all disputes between Company and Sales Representative, including but not limited to disputes arising under this contract, and all disputes between Sales Representative and any other sales representative or employee of Company, will be resolved by submission to binding arbitration to an arbitrator selected by the parties to the arbitration, and if the parties cannot agree on the selection of the arbitrator, at the local offices of Judicial Arbitration & Mediation Services, Inc. (JAMS). The arbitration shall be conducted within five (5) miles of Company’s home office. If the parties select their own arbitrator, they will negotiate and initially share the arbitrator’s compensation, subject to the arbitrator’s right to require one party to pay the other party’s arbitration costs, after conducting the arbitration. For any procedural or other issue arising before the mutually selected arbitrator, the rules of the American Arbitration Association then in effect will control. If JAMS is not available, the dispute will be submitted for arbitration to the American Arbitration Association. The parties may agree on a retired Judge from the JAMS panel. If they are unable to agree, JAMS will provide a list of three available judges and each party may strike one. The remaining Judge will serve as the arbitrator at the Settlement Conference. The parties agree that arbitration must be initiated within one (1) year after the claimed breach occurred and that the failure to initiate arbitration within the one (1) year period constitutes an absolute bar to the institution of any proceedings. The aggrieved party can initiate arbitration by sending written notice of an intention to arbitrate by registered or certified mail to all parties. The notice must contain a description of the dispute, the amount involved, and the remedy sought. Sales Representative and Company each waive and relinquish any rights they might possess to have any matter litigated in a jury trial. The arbitrator must issue a written decision, and must apply New Jersey law. The prevailing party, as determined by the arbitrator, shall be entitled to recover its expenses and reasonable attorneys' fees incurred in any proceeding to determine rights under this Agreement.

41. This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of New Jersey.

42. In any arbitration involving this Agreement, the arbitrators shall not make any award which will alter, change, cancel or rescind any provision of the Agreement and their award shall be consistent with the provisions of this Agreement. The award of the arbitrators shall be final and binding and judgment may be entered in any court of competent jurisdiction. In addition to the foregoing, Company may apply to any court of appropriate jurisdiction for any of the provisional remedies it may be entitled to, including but not limited to injunction or attachment, pending the determination of any claim or controversy pursuant to the arbitration provisions of this Agreement.

In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.

43. Service of process and notice of arbitration of any and all documents and papers may be made either by Certified or Registered mail, addressed to either party at the addresses listed in the Agreement.

44. The Agreement is being made by each of the parties after each party has had an opportunity to fully review, analyze, and obtain legal counsel with respect to this Agreement and all of its terms.

45. Nothing in this Agreement shall be construed to constitute Sales Representative as a partner, affiliate or employee of Company.

46. This Agreement forms the entire understanding between the parties. It cancels and supersedes all prior agreements and understandings.

47. There shall be no change, amendment or modification of any of the terms of this Agreement unless it is reduced to writing and signed by both parties.

48. If any provision of this Agreement is held by a court of competent jurisdiction or arbitration to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired.

49. This Agreement shall be governed by the laws of the State of New Jersey.

Sales Representative’s signature in the lower left-hand corner of the copy hereof will indicate the acceptance of the terms and conditions herein stated, and thereafter this agreement shall constitute the whole and complete agreement concerning Sales Representative’s engagement for Company which may not be orally modified or extended.


IN WITNESS WHEREOF, the parties have hereunto executed this Agreement

on the ___day of _____________________ , 20____, to become effective

as of ____________________ , 20____.

Consented and Agreed to:



________________________________________________________
"COMPANY" By: Drew Knapp, Founder & CEO


________________________________________________________
Date


________________________________________________________
"SALES REPRESENTATIVE"


________________________________________________________
Date

Return to:

Drew Knapp
Founder & CEO
goodideazs, LLC
69 North Fullerton Avenue
Montclair, NJ 07042

drewknapp1 (at) gmail.com
tel - 973-783-3226
fax - 973-860-0897


EXHIBIT A

Sales Representative’s commission will be paid by Company according to the following:

1. Sales Representative will earn commission on all the revenue (net of cost of fulfillment) collected (funds must clear) from Sales Representative’s Clients as per the following:

a. __________ percent of contract billing during the first year;

b. __________ percent of contract billing for each renewal thereafter, for the duration Sales Representative continues to handle and service the Sales Representative’s client account, including, but not limited to, renewing subscriptions, updating client records and marketing information on the website, delivering promotions to the client, etc.

c. ___________ flat fee

2. Commission will be paid to Sales Representative for as long as Sales Representative’s Clients remain active clients of Company as per Article 1, EXHIBIT A, or until one of the following events occurs:

a. Sales Representative Resigns: In the event Sales Representative resigns, Sales Representative will continue to receive commission, as stated above, for the remainder of the year in which Sales Representative’s resignation is effective and 1% on accounts for second full calendar year following resignation. Sales Representative shall lose rights to all commission on their accounts beginning the third year following resignation.

b. Sales Representative Retires: (Sales Representative must be full retirement age eligible in accordance with Social Security which is 66 years and 8 months of age). In the event Sales Representative retires, Sales Representative will continue to receive commission , as defined above in paragraph a., for as long as Sales Representative’s client is an active client of the Company.

c. Sales Representative is Terminated for Misconduct: Should the Sales Representative be terminated by Company for “misconduct”, the Sales Representative shall immediately lose all commissions earned on all the Sales Representative’s clients.

d. Sales Representative is Terminated for No-Fault: Should Sales Representative be terminated by Company for no-fault of their own, Sales Representative shall continue to receive commission as follows: 3 %, on all accounts for the remainder of the year in which Sales Representative is terminated, 2% for first full calendar year following Sales Representative’s termination, and 1% for as long as Sales Representative’s Client is an active client of the Company.

e. Sales Representative Deceases: In the event of the death of Sales Representative, Sales Representative’s beneficiary shall continue to receive commissions in accordance with the terms of this Agreement and as specified in this Exhibit.

3. If at any time Sales Representative’s client cancels their contract with Company, Sales Representative will immediately lose all commissions associated with that client.

4. If at any time Company closes, Sales Representative will immediately lose all commissions associated with that client.