Independent Sales Rep Agreement Generator

INDEPENDENT SALES REPRESENTATIVE AGREEMENT This Independent Sales Representative Agreement (this "Agreement") is entered into as of January 10, 2025 (the "Effective Date"), by and between: Company: Apex Industrial Technologies Inc. ("Company"), and Sales Representative: Marcus Sterling Group LLC ("Representative"). 1. APPOINTMENT AND TERRITORY Company hereby appoints Sales Representative on a NON-EXCLUSIVE basis to solicit orders for Products within the designated Territory. Company retains the right to appoint other representatives and market directly to accounts. Designated Territory: Western United States (CA, OR, WA, NV, AZ) Covered Products/Services: Commercial IoT Monitoring Hardware and SaaS Subscriptions 2. INDEPENDENT CONTRACTOR STATUS Representative is an independent 1099 contractor and not an employee, agent, or joint venturer of Company. Representative shall have sole discretion over working hours, methods, and sales personnel, and is solely responsible for all federal, state, and local income and self-employment taxes. 3. COMMISSIONS AND PAYMENT TIMING (a) Commission Rate: Company shall pay Representative a sales commission equal to 12% of the Net Invoiced Value of all accepted and paid customer orders originating from the Territory. (b) Timing: Commissions shall be disbursed within 30 days following customer cash settlement. (c) Clawback & Adjustments: In the event any customer returns Products, receives an invoice credit, or issues a payment chargeback/bad debt default within ninety (90) days following invoice payment, Company may deduct and claw back the proportional commission previously credited to Representative on subsequent commission statements. 4. DUTIES OF REPRESENTATIVE Representative agrees to use commercially reasonable efforts to market, solicit, and cultivate sales leads for the Products within the Territory, maintain accurate customer records, and represent Company's reputation and goodwill with professional fidelity. 5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY Representative acknowledges that all trademarks, product documentation, customer lists, pricing schedules, and proprietary trade secrets are the sole and exclusive property of Company. Representative agrees not to disclose or misappropriate any Confidential Information during or following the term of this Agreement. 6. TERM AND TERMINATION This Agreement shall continue until terminated by either party upon providing 30 calendar days prior written notice. Upon termination, Representative shall receive commissions on all binding customer orders accepted by Company prior to the effective termination date. 7. GOVERNING LAW This Agreement shall be construed and governed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Sales Representative Agreement as of the Effective Date. COMPANY: Apex Industrial Technologies Inc. By: _____________________________________ Title: ____________________________________ Date: ____________________________________ SALES REPRESENTATIVE: Marcus Sterling Group LLC By: _____________________________________ Title: ____________________________________ Date: ____________________________________