1. Appointment and Scope
The Company hereby engages Representative as a non-exclusive independent sales
representative to promote, market, and solicit orders for the Company’s products and
services (“Products”) within the United States or such other territories as mutually agreed
in writing. Representative accepts this appointment subject to the terms and conditions of
this Agreement.
2. Independent Contractor Status
Representative is an independent contractor and not an employee, partner, or agent of the
Company. Representative has no authority to bind the Company to any obligation or
contract. Representative is responsible for all taxes, insurance, licenses, and expenses
incurred in the course of performing under this Agreement.
3. Compensation and Payment Terms
Representative shall be compensated solely through commissions as set forth in Exhibit A.
Commission payments shall be made by the end of each month for sales completed in the
previous month, or sooner at the Company’s discretion. The Company reserves the right to
offset commissions in the event of refunds, chargebacks, or other reversals.
4. Term and Termination
This Agreement is at-will and may be terminated by either party with thirty (30) days’
written notice, with or without cause. Immediate termination may occur for material
breach, misconduct, or violation of this Agreement. Upon termination, Representative shall
return all Company property and confidential information.
5. Confidentiality
Representative agrees to maintain the confidentiality of all non-public information,
including but not limited to pricing, client data, marketing strategies, and vendor
relationships. Such information shall not be disclosed or used for any purpose other than
performance under this Agreement.
6. Non-Solicitation
Representative agrees that, during the term of this Agreement and for one (1) year
following its termination, Representative shall not directly or indirectly solicit, contact, or
negotiate with any vendor, supplier, or manufacturer under contract with Aesthetic Rep
Group LLC for the purpose of establishing a direct relationship.
7. Intellectual Property
All marketing materials, trade names, trademarks, and related assets provided or developed
under this Agreement remain the sole property of the Company.
8. Compliance and Conduct
Representative shall conduct business in a professional manner and comply with all
applicable laws and regulations.
9. Dispute Resolution
Any dispute arising out of this Agreement shall first be resolved through good faith
negotiation. If unresolved, disputes shall be submitted to binding arbitration in Texas under
the rules of the American Arbitration Association.
10. Miscellaneous
This Agreement shall be governed by the laws of Texas. It constitutes the entire agreement
between the parties. Amendments must be in writing and signed by both parties.
Representative may not assign this Agreement without written consent. If any provision is
found invalid, the remainder shall remain in effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
