SALES REPRESENTATION AGREEMENT 业务代表合同

SALES REPRESENTATION AGREEMENT

THIS SALES REPRESENTATION AGREEMENT (this

dated this

_______ day of ___________________ by and between eRoom System

Technologies,

Inc. (

(referred

to hereinafter as

W I T N E S S E T H:

WHEREAS, Company desires to obtain the services of Representative

in

representing Company's products and services described more fully in Exhibit

hereinafter as the

WHEREAS, Representative represents that he/she/it has extensive

knowledge

of business opportunities, laws, governmental regulations and procurement

practices and desires to represent the Products in the

NOW, THEREFORE, in consideration of the mutual agreements and

obligations

and covenants herein contained, the parties agree as follows:

ARTICLE 1: APPOINTMENT

1.01 Representation Appointment. Company hereby appoints

Representative to

be its representative of the Products in the performance-based protected

incorporated herein by reference (the

protected in the Territory so long as Representative adheres to the terms and

conditions described herein.

1.02 Sales Outside the Territory. Sales made to corporations residing

outside of the Territory are subject to the

in

Article 4.0 hereof. Notwithstanding the foregoing, Representative may not

effect

sales of the Products outside the Territory without the express written consent

of the Company's Executive Vice President of Sales and Marketing (the

1.03 Excluded Sales. This Agreement excludes all

agreements

and sales such as service and maintenance, including, but not limited to parts,

spares, replacement units, expansion units, and services.

1.04 Independent Contractor. In making this appointment,

Representative is

and shall remain, an independent business contractor and nothing herein shall

be

deemed to imply or create a relationship of employee and employer.

Representative shall not represent that Representative has the power or

authority to enter into any agreements or contractual obligations on behalf of

Company unless Company provides a separate letter of authorization

authorizing

Representative to execute agreements on behalf of Company.

ARTICLE 2: SCOPE OF WORK

2.01 Representative's Obligations. During the term of this Agreement,

Representative agrees:

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(A) To maintain adequate contacts and sales personnel in the

Territory necessary to solicit, develop and promote the sale of the Products

actively;

(B) To provide liaison with Company's potential customers and/or

customers' procurement and engineering staffs with respect to developing

procurement specifications and ascertaining performance requirements of any

sales of the Products.

(C) To obtain and transmit to Company information pertaining to

the

technical needs and requirements of potential customers in the Territory as is

applicable to the Products;

(D) To provide assistance to Company in discussions,

preparations of

proposals, and negotiation held in the Territory leading to selling the Products

therein;

(E) To pay all costs of conducting Representative's business,

including commissions or other compensation to employees or other

agents/representatives of Representative;

(F) To provide monthly active prospect inventories of sales

opportunities currently being explored in the Territory;

(G) To assist Company in obtaining any relevant financial or other

information as requested by Company regarding existing and potential

customers

with whom Representative intends to sell the Products;

(H) To provide reasonable effort to assure active participation and

attendance by Representative's personnel in sales meetings and training

sessions

held by Company; and

(I) To provide a designated phone number for contacts or potential

customers to call with professional answering service or voice mail.

ARTICLE 3: Company OBLIGATION

3.01 Company's Obligations. During the term of this Agreement,

Company

agrees:

(A) To provide Representative, at no cost, written materials

relating

to the Products necessary to support product promotion and sales efforts;

(B) To respond within reasonable time to requests for price and

delivery of the Products covered by this Agreement;

(C) To provide Representative with current information as to

technical improvements in the Products covered hereunder; and

(D) To make timely payments of commission and fees earned as

specified herein.

(E) To prepare proposals and other paperwork arising therefrom

upon

reasonable notice by Representative and upon Representative providing

accurate

and sufficient information to Company.

ARTICLE 4: COMPENSATION

4.01 Commission. The commission due and payable, as described in

this

Article, to Representative for a sale or lease or Placement Program of the

Products is 5.0% for any sale, whether to an individual or corporate property.

The Sales Commission shall be calculated on the retail sales price of the

Products as reflected in the executed

Company and the

(A) Payment of Commissions. The Sales Commissions shall be

paid to

Representative as follows:

(i) Lease. Representative shall be paid the Sales Commission

pursuant to an executed

lease(s) by Company.

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(ii) Sales. Representative shall be paid the Sales Commission

proportionately to the receipt of payments tendered by the purchaser. For

example, if the purchaser agrees to pay one-third down upon execution of a

purchase agreement, one-third down upon installation, and one-third down

upon

acceptance of the Products by such purchaser, Representative shall be paid

one-third of his/her/its Sales Commission upon each such payment by such

purchaser.

(iii) Placement Program. Upon the execution by a hotel or

other

such related property of a

Sharing Agreement

shall

be entitled to a commission for each Refreshment Center placed (the

Share Commission

Share

Commission shall be paid to Representative upon Company's receipt of the

funding

pursuant to each Revenue Sharing Agreement as written below. (The

Commission,

and

collectively as

the

against

some of the Commissions according to the terms, conditions and schedules

set

forth in Exhibit

by reference.

(B) Sales Exclusions. The sales price upon which the Sales

Commission is

based shall be exclusive of the following:

(i) Transportation,

shipping,

and handling/drayage

including

packing, freight forwarding charges and insurance;

(ii)

Taxes and duties of any kind;

(iii)

Credits and allowances; if any;

(iv) Purchases directly by a customer through a general

purchasing agency of a corporate headquarters located outside the Territory,

unless the same falls within the workings of the

Commission.

(v) Portions of a contract that is executed by a customer

directly with Company with no involvement by Representative. Such portions

may

include changes to the original quantity or scope of work as indicated in the

initial contract.

4.02 Prior Contacts. Representative understands that other sales calls

may

have been made to the same potential customer within the Territory by other

representatives of Company, including formal proposals for which a prior claim

to the Sales Commission and/or the Revenue Share Commission. In a case

such as

this, a split commission may apply.

(A)

Territory (the

Representative

New

Territory. The Prior Representative shall have one (1) week following the

reassignment of any New Territory to a subsequent Representative (the

Representative

the Vice- President (the

to the New Representative in the New Territory with the understanding that the

individual and/or entities on the Grandfather List shall be maintained,

contacted and protected by the Prior Representative during the Grandfather

Period. After the Grandfather Period, any of the individuals and/or entities on

the Grandfather List who are not either under a

Application

(referred to as

with Company shall be turned over to the New Representative.

(B) Commission Splitting. In any situation where there is a

question

of prior sales calls in the Territory, the splitting of any and all commissions

described herein, or relative to any other commission dispute, the

Vice-President shall make a determination of disposition of commissions,

including split commissions with the intention of dividing the same fairly

between and/or among all parties fairly. The Vice-President's decision shall be

final, except that Representative, or others involved in the sale, shall have a

right to

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appeal the decision in writing stating why the determination is considered

unfair. Company's Chief Executive Officer and two other company officers

shall

review the decision based on such appeal and the decision on the appeal shall

be

final on all parties.

4.03 Commission Modification. The Sales Commission and the

Revenue Share

Commission may be subject to modification, upon thirty (30) days written

notice