please draft me a independent sales agreement in favor of the sales agent (myself) and contract partner Corporate Management Group LLC or (CMG) for short, use this to draft it: Compensation Memorandum of Agreement

This memorandum agreement (Agreement) is between Corporate Management Group, LLC (CMG) and	, its agent (AGENT). All parts of this agreement are subservient to the master Nondisclosure and Confidentiality Agreement between CMG and
AGENT  dated   	
(NDA)  and  are  incorporated  by  reference  herein.	This
Agreement commences on the effective date listed below and continues until termination (Term).

    1. MARKETS. The Agent will represent CMG in the following market(s): Continental United States (Core Markets).

    2. NEW CLIENTS.  Provided that Agent remains in “Good Standing” (as defined in clause 5 below), CMG will pay the following compensation in relation to each new client procured by Agent and enrolled with CMG in the Core Markets during the Term (New Client):

Business Development Partner - Inside Sales:
        ◦ 15% of the monthly retainer that each New Client pays to CMG for as long as such New Client remains a client of CMG;

Business Development Partner - Recruited:
        ◦ If Agent recruits a Business Development Partner (BDP) under Agent’s guidance and direction, CMG will pay the recruited BDP 10% of the monthly retainer paid by each New Client brought on by the recruited BDP and CMG will pay Agent 5% of such monthly retainer for as long as the New Client remains a client of CMG; or

Referral Business Partner:
        ◦ If Agent utilizes a referral partner (Referral Partner) to obtain a New Client, Agent will receive 15% of the monthly retainer paid by the New Client and the Referral Partner will receive 5% of the monthly retainer paid by the New Client for as long the New Client remains a client of CMG.

    3. OTHER REVENUES. In addition to any payments made under clause 2 above, CMG will pay an amount equal to 15% of the compensation CMG receives for any relevant special projects prior to a New Client becoming a client of CMG, including initial studies.





















    5. GOOD STANDING: Agent is deemed to be in Good Standing with CMG if: (1) it remains in full compliance with each and every provision contained within the NDA; and
(2) there are no conflicts of interest between Agent and CMG (as determined by CMG in its reasonable opinion).

    6. TERMINATION. Agent and CMG hereby agree that if CMG determines that Agent is no longer in Good Standing, CMG may terminate this Agreement immediately by providing written notice to Agent.  Upon termination:
        ◦ all  New  Clients  procured  by  Agent,  a  BDP  or  a  Referral  Partner  prior  to termination shall remain clients of CMG; and
        ◦ CMG shall have no further obligation to compensate Agent on behalf of any New Clients or otherwise.
Alternatively, if Agent fails to remain in Good Standing, upon written notification from CMG, CMG may renegotiate the terms of this Agreement with Agent and the two parties may agree to continue their relationship if a new agreement is reached. Notwithstanding the foregoing, any non- enforcement of the provisions of this Agreement by CMG (including this clause 6) shall not constitute a waiver of such provisions.

    7. NON-INTERFERENCE. Agent and CMG agree that if CMG terminates this Agreement under clause 6, Agent may not interfere in any manner with the relationship between CMG and any client of CMG. Specifically, upon termination, Agent may not, without limitation, attempt to induce any CMG client away from being a client of CMG, make any statements or take any actions that might bring CMG into disrepute with any of its clients or potential clients or attempt to procure any client of CMG as a client of its own or another party which competes with CMG. The parties agree that this provision remains in force after termination of this Agreement. Further, the parties agree that damages alone may not be suitable to compensate CMG for Agent’s breach of this Agreement and that CMG may enforce this provision to the greatest extent possible including seeking injunctive relief or damages in relation to this provision.














    8. GENERAL. The relationship of CMG and Agent is one of agency and nothing in this Agreement is intended to create nor does create an employee/employer relationship between the parties.  This Agreement, along with the NDA, constitutes the entire agreement between the parties and any previous agreements, statements or negotiations not reflected within this Agreement or the NDA are null and void. This Agreement may not be altered or amended other than in writing signed by both parties.  This Agreement is governed by and each party submits to the jurisdiction of the courts of the state of Kansas.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and do each hereby warrant and represent that the respective signatories below are duly authorized to execute this agreement on behalf of the corporation.





	
Jami Minnick	Date
Chief Financial Partner
Corporate Management Group, LLC	AGENT


EFFECTIVE DATE:	, 20