5
sales of certain products and services and to receive commissions
from Safeguard on all such sales credited to her. Safeguard was
responsible for billing customers and received payments directly
from customers. Petitioner was authorized to represent Safeguard
only within a limited geographic area. The agreement had an
initial term of 5 years.
Petitioner had the right to terminate the agreement for any
reason upon 60 days' notice. Safeguard had the right to
terminate the agreement with 60 days' notice under limited
circumstances including, but not limited to, failure by
petitioner to meet certain annual commission quotas, or
petitioner's material failure to perform any of the other terms
or conditions of the agreement. Petitioner's annual quotas were
set at actual earnings for the first 2 years and left to be
negotiated for the remaining 3 years of petitioner's initial 5-
year term.
The agreement provided that for a period of 2 years
following its termination, petitioner is prohibited from
soliciting, selling, or attempting to sell to any Safeguard
customer or persons contacted by petitioner for the purpose of
their becoming a Safeguard customer within her assigned
territory.
The agreement further provided:
We will withhold each month from payments due you under this
Agreement a sum equal to the fixed monthly amounts specified
in the "Territory Payback Schedule" which is attached hereto
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Last modified: May 25, 2011