Williston - Secs. 90, 279, 280, 653,1406,1446,1645,1700n.

Agreement made..............., between.............

hereinafter referred to as the "Principal, and................

hereinafter referred to as "Agent," Witnesseth:

Whereas, the Principal is engaged in the business of.......

and...................................................

Whereas, the Agent has been engaged in business as a purchaser and dealer in........in............

Now, in consideration of the premises and of the mutual covenants herein set forth, the parties hereto agree as follows:

1. The Principal, hereby engages the Agent as its sole sales agent in the territory hereinafter specified, during the term of this agreement, and the Agent hereby accepts such employment and agrees to devote his entire time and energies to the business of the Principal to act as its Agent in.........., and to perform such other duties as may be required of him by the Principal, and the Agent agrees that during the term of this agreement he will not directly or indirectly be interested in or engaged in any form or branch of the..........business, except as agent for the Principal.

2. The term of this agreement is........years, from.......

3. The territory covered by the Agent's agency is.........

The territory described in this clause is hereinafter referred to as "aforesaid territory."

4. The Agent agrees to transfer to the Principal, the office now maintained by him under the name of................, and all furniture and fixtures therein at cost, and the Principal agrees to establish in such premises an office under his own name.

5. The Principal agrees to establish................, and the Agent agrees to supervise the same for the Principal.

6. The parties agree that a person or persons mutually agreeable shall be selected as assistants to the Agent in the sale of the Principal's products.

7. The Agent agrees to use his best efforts to.............

for the Principal, and all orders so procured shall be subject to acceptance by the Principal at its............office.

8. The Principal agrees to bill merchandise ordered through the Agent to the..........office at cost.

9. In full compensation for the Agent's services under this agreement, the Principal agrees to pay, and the Agent agrees to accept..........of the net profits of the operation of the

................agency of the Principal, to be calculated as follows:

10. Net profits shall be the difference between gross receipts and expenditures, as hereinafter defined.

11. Gross receipts shall include:

(a) All moneys received by the Principal from sales made through the Agent to customers in the aforesaid territory.

(b) All moneys received by the Principal from sales made by the Principal to customers in the aforesaid territory without intervention of the Agent.

12. In "expenses" shall be included:

(c) The cost to the Principal of all merchandise sold by the Agent to customers in the aforesaid territory, including in such cost all charges paid or incurred by the Principal in connection with such merchandise, and all expenses of the Principal in maintaining the................office, including rental, insurance, clerk hire, transporation charges and all other actual outlays in connection with the business contemplated by this agreement, and any and all losses not compensated by insurance incurred in the conduct of such business.

13. Accurate records and accounts shall be kept by the Principal and by the Agent of all transactions under this agreement, and each party's records and accounts shall be open to inspection by the other party at reasonable times, and statements of the net profits shall be prepared..................

and shall be submitted by the Principal to the Agent within. ..

.....................................................

In the event of any dispute as to the correctness of any statement of account, such dispute shall be submitted for arbitration to a certified public accountant to be selected as follows: The party questioning the correctness of an account shall submit to the other party for the selection of an arbitrator, a list of names of three certified public accountants with offices in...............If within...........days after the submission of such list the other party shall not have accepted one of the persons so named as the arbitrator to whom the differences shall be submitted, then such differences shall be settled by an arbitrator who shall be a certified public accountant, with an office in.............named on the application of either party upon............written notice to the other, by the

............, or, if he refuse, upon demand, to name an arbitrator, by the............, or, if he, upon demand, refuse to name an arbitrator, by application upon notice to the......

Court............. The expenses of the arbitration shall be borne by the parties in such proportion as the arbitrator shall, in his decision, order. The parties agree in all respects to accept and fulfill the decision of the arbitrator.

14. Upon the acceptance of any account or the adjustment of any disputed account, the Principal shall pay the Agent the amount found due to him thereon.

15. As the Principal intends to maintain a large supply of goods on hand in........., the Agent agrees to furnish to the and to the Agent at................. Either party may change the place to which notice may be sent by written notice to the other.

Principal a Bond of............., or of some other surety company satisfactory to the. Principal in form satisfactory to the

Principal, in the sum of........, insuring the Principal against any loss of money or property by reason of any act of the Agent.

16. Notices to be given hereunder by either party to the other shall be given to the Principal at....................

17. This instrument contains the entire agreement between the parties and no terms have been agreed upon or understood between the parties except as herein set forth.