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Form Date April 19, 2009

Taylor Made Mail Order
601 West 23rd Street South
Independence, Missouri USA 64055-1101

Non-Transferable
Sales Representative Agreement

Taylor Made Mail Order is committed to the expansion of the Spring Compactor market area throughout our world. This mission will be accomplished by empowering individual independent Sales Representatives with the tools necessary to sell manufacturing rights to the Spring Compactor Invention. To maximize market penetration, Taylor Made Mail Order partners with independent contractors for the purpose of sales and promotion of the Spring Compactor Invention manufacturing rights.

The Spring Compactor Invention Manufacturing Rights Fee Structure

Independenct Sales Representatives must understand and promote the Spring Compactor Invention business plan, marketing plan and associated fee structure as defined on the MattressRecycling.biz web site and in the several licensing agreements.

Independent Representative Revenue Sources

Independent Sales Representative have the opportunity to generate revenue through multiple offerings:

  1. Foreign Country (To the United States) Exclusive Patent Rights sales to Licensees,
  2. United States Non-Exclusive Patent Rights for unlimited production to Licensees,
  3. United States Exclusive Patent Rights for production of one Spring Compactor machine to Licensees, and
  4. United States Exclusive Patent Rights for production of up to three Spring Compactor machine prototypes to Licensees.

For each Licensee of the Spring Compactor machine that enters into a licensing agreement with Taylor Made Mail Order or its owner, Cecil Ray Taylor, through the efforts of the Independent Sales Representative, the representative will receive a 10% finder's fee of all revenue generated during the Licensee's first year, or for the term of the representative's contractual relationship with Taylor Made Mail Order via this agreement and the same Licensee's licensing agreement - which ever term is longer.

Commission revenue generation occurs at two distinct places:

  • Royalty fees, and
  • Licensing fees.

Consulting Fees

The Independent Sales Representative may receive from a potential Licensee or actual Licensee a consulting fee in one of two ways.

1. Separate Consultant Fee Negotiations

If a consultation fee is negotiated between the Independent Sales Representative and the actual or potential Licensee, Taylor Made Mail Order is under no obligation to reimburse either the Independt Sales Representative or the actual or potential Licensee for fees or expenses either party may have incurred. (NOTE: this consulting fee is paid by the potential Licensee or actual Licensee directly to the Independent Sales Representative, it is not paid by Taylor Made Mail Order to the Independent Sales Representative and this action is not part of any of the Spring Compactor Agreements).

2. Standard In-House Consulting Fees

The Independent Sales Representative and/or the potential Licensee or actual Licensee may may choose one of two standard in-house consulting fee options that they deem is best suited to the current situation:

  • Option 1 - $500/day plus expenses to include actual travel and actual lodging, or
  • Option 2 - $750/day with all additional expenses absorbed by the Independent Sales Representative.

Unless other arrangements have been made, the Independent Sales Representative will need to submit to Taylor Made Mail Order a bill for consulting services rendered and Taylor Made Mail Order will send a bill to the Licensee or potential Licensee for payment.

Consulting should not be required by Licensees already skilled in manufacturing and recycling.

Marketing Collateral

Taylor Made Mail Order will provide our Independent Sales Representatives the following annual marketing collateral at no cost to the Representative:

  • 500 standard Taylor Made Mail Order business cards (Additional cards are $40/250 units)
  • Reciprocal links between the Taylor Made Mail Order's www.MattressRecycling.biz website and any website maintained by the Independent Sales Representative.
  • When available, 250 Taylor Made Mail Order brochures (Additional copies available for $1/brochure, minimum order of 250 units)
  • 250 Taylor Made Mail Order mailing envelopes
  • 250 Taylor Made Mail Order sheets of stationary

Trade Conferences and Workshops

Participation at Trade Conferences and Workshops and their related expenses will be negotiated on a per-event basis.

Quotas Required and Terms for Contract Renewal

Taylor Made Mail Order reserves the right to cancel or revoke any contractual agreement between Taylor Made Mail Order and its Independent Sales Representatives if Taylor Made Mail Order believes that it is being misrepresented, inappropriately represented or its reputation impugned by the actions or business practices of the Independent Sales Representative. In such cases, the contractual relationship will be voided immediately upon written notification, and all residual income discontinued. Any outstanding sales commissions that are the direct result of the independent representative's actions, which close within 30 days following the revocation of the service contract between Taylor Made Mail Order and the Independent Sales Representative, will be paid to the Independent Sales Representative by Taylor Made Mail Order.

Because the Spring Compactor Invention Manufacturing Rights can generate residual and repetitive income for the Independent Sales Contractor, a sales quota will be required to ensure a positive and continued business partnership. The Independent Sales Representative will be considered in good standing if he or she provides Taylor Made Mail Order with either:

Seven (7) newly signed Licensees for the United States Spring Compactor Invention licenses annually, or Three (3) Licensees for foreign patents annually.

Failure to meet these quota requirements may result, at the discretion of Taylor Made Mail Order in the revocation of this contract and the discontinuation of any commission payments to the Independence Sales Representative.

Non-Compete Clause

By signing this contract to represent Taylor Made Mail Order and its products and services, you agree to abide by the terms of this contract. Furthermore, you agree to not share company or product secrets (including but not limited to on-going research and development) with anyone outside of Taylor Made Mail Order. And finally, you agree to not compete against Taylor Made Mail Order, either by representing a competitor, nor by developing a competitive program during the term of this contract and for up to 36 months following the termination of this contract. This contract will automatically be renewed annually unless terminated in writing by either Taylor Made Mail Order or by the Independent Sales Representative.


Independent Sales Representative

Print Name: _________________________________

Signature:_____________________________
Date: ____________________________
Organization: _______________________________
SSN: ___________________

Taylor Made Mail Order

Cecil Ray Taylor

Signature: __________________________________
Date: ______________________

Copyright 2009 Cecil Ray Taylor
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This Page Last Updated: Saturday, 06-Jun-2009 15:01:18 PDT