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SALES AGENT AGREEMENT

This Sales Agent Agreement ("Agreement") is made on day of, 2024, by and between (hereinafter referred to as the “Effective Date”):

FLYGOOG, a business entity, with its office at 1-45, Jalalpur (M), Bhoodhan Pochampally, Pochampalle, Nalgonda, Telangana - 508284; Email: contact@flygoog.com (hereinafter referred to as the "Company," which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the FIRST PART;

AND
, an individual, with their Aadhar Number: ; presently residing at ; Email: (hereinafter referred to as "Sales Agent," which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include their successors and assigns) of the SECOND PART;

The Company and the Sales Agent are individually referred to as the “Party” and collectively as the “Parties”, as the context may require.

Background

A. FLYGOOG owns and operates a platform that facilitates the delivery of eggs (hereinafter referred to as the “Business”).

B. The Company desires to engage the Sales Agent to promote and facilitate the download and subscription of the FlyGoog app to potential customers by visiting assigned houses.

C. The Sales Agent represents that he/she has the necessary skills, qualifications, and expertise to perform the duties required by the Company and is willing to perform such services under the terms and conditions set forth in this Agreement.

D. The Sales Agent acknowledges that they are entering into this Agreement as a Sales Agent, and not as an employee of the Company.

E. The Company and the Sales Agent wish to set forth the terms and conditions under which such services will be provided to the Company.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

a) Agreement: This Sales Agent Agreement being entered into by and between the Company and the Sales Agent.

b) App: This refers to the FlyGoog mobile application, which the Sales Agent is tasked with promoting and facilitating downloads.

c) Bonus: This means additional compensation that may be earned by the Sales Agent for exceeding the minimum work requirements, as determined by the Company in its sole discretion.

d) Clients or Customers: It shall refer to the clients and customers of the Company.

e) Company: It refers to FLYGOOG, a business entity, with its office located at 1-45, Jalalpur (M), Bhoodhan Pochampally, Pochampalle, Nalgonda, Telangana - 508284, and includes its successors, assigns, and legal representatives.

f) Location Tracking: It refers to the monitoring of the Sales Agent’s whereabouts through the FlyGoog app to ensure compliance with work assignments.

g) Minimum Work Requirements: It means the minimum number of flats to be visited and hours to be worked by the Sales Agent, as determined by the Company and communicated to the Sales Agent.

h) Sales Agent: It refers to the Sales Agent whose details are mentioned on the first page of this Agreement.

i) Subscribers: It means customers who download and register for the FlyGoog app as a result of the Sales Agent’s efforts.

j) Compensation: It means the fixed monthly salary payable to the Sales Agent as specified in Section 4 of this Agreement.

k) Effective Date: It shall be the date of commencement of this Agreement. This shall be the date mentioned on the first page of this Agreement.

l) Expenses: It means any costs incurred by the Sales Agent in the course of performing their duties, which are eligible for reimbursement as specified in Section 4.

m) Services: It refers to the duties and responsibilities of the Sales Agent, as outlined in Section 3 of this Agreement.

n) Term: It refers to the period during which this Agreement is in effect, starting from the Effective Date until termination by either party in accordance with the terms of this Agreement.

2. Terms of Engagement

a) Appointment: The Company hereby appoints the Sales Agent to promote and facilitate the download and subscription of the FlyGoog app to potential customers. The Sales Agent accepts this appointment and agrees to perform the duties and responsibilities set forth in this Agreement.

b) Scope of Service: The Sales Agent's primary duty is to visit assigned houses and promote the FlyGoog app to potential customers. This includes explaining the app's features and benefits, encouraging customers to download the app from the Play Store, and converting them into subscribers. The Sales Agent is also responsible for meeting the minimum subscriber targets set by the Company and ensuring adherence to the Company's standards of conduct and dress code.

c) Independent Contractor Relationship: This is a non-employment position. The Company is hiring the services of the Sales Agent on an independent contractor basis. This Agreement does not create an employer-employee relationship between the parties.

d) Place of Work: The Sales Agent will perform their duties primarily in the field, visiting residential locations as assigned by the Company. Additionally, the Sales Agent may be required to visit the Company’s office or other designated locations for meetings, training sessions, or to collect and return company property such as promotional materials and eggs.

e) Work Timings: The Sales Agent is not bound by fixed working hours but is expected to complete their daily assigned tasks as communicated through the FlyGoog app. The main performance metric will be the achievement of the minimum subscriber targets and the number of visits made to potential customers' homes.

f) Tracking and Monitoring: The Company will track the Sales Agent’s location through the FlyGoog app to monitor their progress and ensure compliance with their assigned tasks. The Sales Agent consents to this tracking as a condition of their engagement and understands that failure to comply with the assigned tasks or to complete the required visits may result in termination without prior notice.

g) Equipment and Devices: The Sales Agent is responsible for providing and maintaining their own equipment and devices, such as smartphones and vehicles, required to carry out their duties effectively. The Company will provide the Sales Agent with certain items required to perform their duties, such as company-branded T-shirts and promotional materials. The Sales Agent must ensure the proper use and maintenance of any items provided by the Company and must return them in good condition upon termination of this Agreement or when they are no longer needed for their duties.

h) Notice: The Sales Agent may terminate this Agreement at any time by informing their manager and returning all Company property in good condition. The Company reserves the right to terminate this Agreement at any time without prior notice and to retrieve all Company property from the Sales Agent. Payment for services rendered up to the date of termination will be made in accordance with the terms of this Agreement.

i) Non-Exclusivity: The engagement of the Sales Agent under this Agreement is non-exclusive. The Company reserves the right to engage other sales agents or representatives to perform similar services. Similarly, the Sales Agent is free to engage in other business activities or employment, provided that such activities do not interfere with the performance of their duties under this Agreement or result in a conflict of interest with the Company.

3. Responsibilities of the Sales Agent

The Sales Agent’s responsibilities include, but are not limited to the following:

a) Promotion and Engagement: Actively promote the FlyGoog app to potential customers by visiting assigned residential locations. The Sales Agent must explain the features and benefits of the app and encourage customers to download it from the Play Store and/or App Store.

b) Subscriber Conversion: Achieve the minimum subscriber targets set by the Company. The Sales Agent's primary task is to convert potential customers into app subscribers.

c) Daily Task Completion: Complete the daily tasks assigned through the FlyGoog app. This includes meeting the minimum number of visits to assigned homes and working the required number of hours, as communicated by the Company.

d) Use of Company Property: Properly use and maintain any company-provided property, including T-shirts, promotional materials, and any other relevant items. The Sales Agent must return all company property in good condition upon termination of the Agreement or when no longer needed.

e) Dress Code: Adhere to the Company's dress code, including wearing company-branded T-shirts during work hours to maintain a professional appearance and promote brand visibility. The Sales Agent is prohibited from wearing Company-branded T-shirts or apparel for any other tasks, such as carrying out their duties while working for another business.

f) Reporting: Provide daily reports on activities, including the number of visits made, the number of subscribers acquired, and any issues encountered during the day.

g) Location Tracking: Consent to and cooperate with location tracking through the FlyGoog app. This tracking is necessary to ensure that tasks are being completed as assigned and to verify the Sales Agent's presence at designated locations.

h) Customer Interaction: Engage with potential customers in a professional and respectful manner, representing the Company positively. Any actions that cause problems or inconvenience to the Company will result in immediate termination without prior notice.

i) Return of Eggs: Collect eggs from the workplace as provided by the Company and return any remaining eggs at the end of each day. The Company will keep a count of the egg packs distributed and returned.

j) Compliance: Comply with all Company policies, procedures, and guidelines related to the performance of their duties, as well as any applicable laws and regulations.

4. Egg Collection

The Company will provide the Sales Agent with a specified number of eggs each day as part of their promotional activities. The Sales Agent is required to adhere to the following guidelines regarding egg collection and distribution:

a) Collection: The Sales Agent must collect the allotted eggs from the Company’s designated location at the start of each workday. The quantity of eggs provided will be determined by the Company based on the expected number of visits and promotional activities for the day.

b) Distribution: The Sales Agent will distribute six free eggs to each household visited, regardless of whether the customer downloads the FlyGoog app. This gesture is intended to facilitate engagement and goodwill with potential customers.

c) Tracking: The Sales Agent must keep an accurate count of the eggs distributed throughout the day. The Company will also maintain a record of the egg packs provided to and returned by the Sales Agent.

d) Return of Remaining Eggs: At the end of each workday, the Sales Agent is required to return any remaining eggs to the Company’s designated location. The number of eggs returned will be reconciled with the initial count to ensure accountability.

e) Proper Handling: The Sales Agent must handle the eggs with care to prevent damage or spoilage. Proper storage and transportation practices must be followed to ensure the eggs remain in good condition until they are distributed or returned.

f) Accountability: The Sales Agent is responsible for the eggs provided to them. Any discrepancies between the number of eggs collected and returned must be promptly reported to the Company, along with an explanation for any missing eggs.

5. Payment Terms

a) Compensation: The Sales Agent will receive a fixed monthly salary of INR for their services. This amount is subject to the Sales Agent meeting the minimum work requirements set by the Company, which include visiting a specified number of flats and working a certain number of hours each month, as communicated by the Company.

b) Payment Schedule: The monthly salary will be deposited directly into the Sales Agent’s bank account during the first week of each month. The Sales Agent is responsible for providing accurate bank account details to ensure timely payment.

c) Minimum Work Requirements: To receive the full salary, the Sales Agent must meet the minimum work requirements established by the Company. If the Sales Agent fails to meet these requirements, their salary will be reduced proportionally based on the number of visits and hours worked relative to the minimum requirements.

d) Bonuses and Incentives: The Sales Agent may be eligible for additional bonuses and incentives based on their performance. Bonuses may be awarded for exceeding the minimum subscriber targets, working overtime, or converting genuine subscribers who remain active and receive eggs more than three times. The bonus amount and calculation method are at the Company’s discretion and will be communicated to the Sales Agent. Bonuses, if any, will be added to the base salary and paid in the subsequent month.

e) Expense Reimbursement: The Company will reimburse the Sales Agent for transportation expenses incurred while traveling to and from work locations, including costs for Rapido, petrol, or metro. The Sales Agent must submit valid transportation bills for reimbursement. Additionally, if the Sales Agent completes their daily tasks and continues working beyond the regular hours, they can submit food bills (for lunch or dinner) for review. The manager will decide on the reimbursement based on the Sales Agent’s performance and the validity of the expenses.

f) Deductions: The Company reserves the right to make deductions from the Sales Agent’s salary for any advance payments, reimbursements, or penalties for non-compliance with the terms of this Agreement. The Sales Agent will be notified of any such deductions in advance.

g) Termination Pay: If the Sales Agent’s engagement is terminated, either by the Sales Agent or the Company, the Sales Agent will be compensated for the days worked up to the date of termination. The final payment will be made after the return of all Company property and the completion of any necessary reconciliations.

h) No Insurance: No insurance coverage, including but not limited to liability or health insurance, is provided by the Company to the Sales Agent under this Agreement.

i) Withholding: The Company reserves the right to withhold tax deducted at source (TDS) from the payments to be made to the Agent, as required by the applicable law, and provide Agent with the certificate of deduction for income tax purposes.

6. Confidential Information and Non-Disclosure

a) Definition: For the purposes of this Agreement, "Confidential Information" means all information, whether written, oral, electronic, or other form, disclosed by the Company to the Sales Agent, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, marketing strategies, financial information, customer lists, product designs, and any other proprietary information.

b) Non-Disclosure Obligations: The Sales Agent agrees and undertakes:

i. that they shall not, without the prior written permission of the Company, directly or indirectly use or cause to be used, or disclose or cause to be disclosed any Confidential Information to any third party;

ii. that they shall take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and to ensure against any unauthorized disclosure thereof;

iii. that they shall promptly inform the Company of any accidental disclosure of Confidential Information and shall take all steps, together with the Company, to retrieve and protect the Confidential Information;

iv. that they shall use the Confidential Information only for the purpose for which it was provided and shall not use it in any other unauthorized manner.

v. Upon receipt from Company, the Sales Agent shall, within a period of forty-eight (48) hours, return or destroy all the Confidential Information from their possession, and provide a written acknowledgement of the same to Company.

c) Duration: The restrictions mentioned under this Section shall last for the entire duration of this Agreement, and for a period of seven (07) years thereafter.

d) Survival: This Section shall survive the termination or expiration of this Agreement for any reason whatsoever.

7. Restrictive Covenants: No Conflict of Interest, Non-Solicit, Non-Circumvention, and Non-Disparagement

a) No Conflict of Interest: For the duration of this Agreement, the Sales Agent agrees to act in the best interests of the Company at all times and to avoid any situations that may create a conflict of interest. The Sales Agent warrants that they have no other engagements, agreements, or commitments that would interfere with or prevent them from performing their duties under this Agreement. The Sales Agent shall not, directly or indirectly, engage in any activity or have any financial, business, or other relationship that conflicts with the interests of the Company or that could impair their ability to act in the Company’s best interests.

b) Non-Solicit: The Sales Agent agrees that during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, they will not, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, contractor, or customer of the Company to terminate their relationship with the Company or to engage in a business relationship with a competing entity. The Sales Agent acknowledges that this restriction is necessary to protect the Company's legitimate business interests and to prevent unfair competition. Any breach of this provision will entitle the Company to seek injunctive relief and any other remedies available under law.

c) Non-Disparagement: The Sales Agent agrees to refrain from making any statements or comments, whether verbal or written, that could be construed as disparaging, defamatory, or harmful to the reputation, practices, or conduct of FLYGOOG, its employees, its management, or its services, during the term of this Agreement and thereafter.

d) Sufficiency of Compensation: The Sales Agent acknowledges that: a) access to Confidential Information, and b) the compensation (specified in Section 4 above) that they receive for the Services, already factors in and includes a compensation for abiding by the no conflict of interest, non-solicit, and non-disparagement restrictions mentioned in this Agreement, and the same is sufficient consideration in and of itself for Sales Agent’s agreement to the restrictive covenants set forth in this Section 7.

e) Legitimate Business Interests: The Sales Agent acknowledges that the covenants and agreements set forth in this Section hereof are necessary to protect the legitimate business interests of Company and that any breach of such covenants and agreements shall cause immediate and irreparable harm to the Company.

f) Acknowledgment by Sales Agent: The Sales Agent acknowledges and agrees that the restrictions and covenants set forth in this Section 7 impose a reasonable restraint on the Sales Agent in light of the activities and business of the Company, and that such restraint is intended only to protect the goodwill and other legitimate business interests of the Company.

g) Severability: It is the desire and intent of each of the parties that the provisions of this Section 7 shall be enforced to the fullest extent permissible under the laws and public policies. Accordingly, if any particular portion of this Section 7 shall be adjudicated to be invalid or unenforceable, this Section 7 shall be deemed amended (i) to reform the particular portion to provide for such maximum restrictions as will be valid and enforceable or, if that is not possible, then (ii) to delete therefrom only the portion thus adjudicated to be invalid or unenforceable.

h) Survival: The restrictions mentioned under this Section shall survive the termination or expiration of this Agreement for any reason whatsoever, for the duration specified herein.

8. Representation and Warranties

The Sales Agent hereby represents and warrants to the Company as follows:

a) Authority: The Sales Agent represents and warrants that they have the legal authority to enter into and perform this Agreement and that their performance will not violate any other agreement to which the Sales Agent is a party.

b) No Conflict: The Sales Agent represents and warrants that they are not under any contractual or legal obligations that would prevent them from performing their obligations under this Agreement.

c) Quality of Services: They will provide the services in a professional and workmanlike manner in accordance with industry standards and the specific requirements of the Company.

d) Compliance with Laws: The Sales Agent represents and warrants that they will comply with all applicable laws and regulations in performing their duties under this Agreement.

e) Accuracy of Information: All information provided by the Sales Agent to the Company, including but not limited to qualifications, experience, and personal details, is true, accurate, and complete to the best of the Sales Agent’s knowledge.

9. Indemnification

The Sales Agent agrees to indemnify, defend, and hold harmless FLYGOOG, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable advocate’s fees, that are incurred by the Indemnified Parties, arising out of or resulting from any claim, suit, action, or proceeding (collectively, "Claims") attributable to (i) any breach by the Sales Agent of any representation, warranty, covenant, or obligation under this Agreement; (ii) the Sales Agent's negligence, willful misconduct, or violation of law; (iii) the Sales Agent's performance of services, including any personal injury, death, or property damage related thereto; or (iv) any infringement of intellectual property rights or disclosure of confidential information by the Sales Agent. This indemnification obligation shall survive the termination of this Agreement.

10. Termination

a) Termination by the Company: The Company reserves the right to terminate this Agreement at any time, with or without cause, and without prior notice. Termination may be immediate in cases of misconduct, failure to meet performance standards, breach of this Agreement, or any action by the Sales Agent that is detrimental to the Company's interests.

b) Termination by the Sales Agent: The Sales Agent may terminate this Agreement at any time by providing written notice to their manager. Upon termination, the Sales Agent must promptly return all Company property and ensure all pending duties and responsibilities are completed or properly handed over.

c) Return of Company Property: Upon termination of this Agreement, whether initiated by the Company or the Sales Agent, the Sales Agent must return all Company property, including but not limited to promotional materials, electronic devices, and any other items provided by the Company. The Sales Agent is responsible for ensuring that all returned items are in good condition.

d) Final Compensation: In the event of termination, the Sales Agent will be compensated for the services rendered up to the date of termination. Any outstanding payments, including salary for days worked and eligible reimbursements, will be processed in accordance with the Company’s payment schedule, subject to deductions for any outstanding advances or costs incurred by the Company due to the Sales Agent’s breach of this Agreement.

e) Post-Termination Obligations: The Sales Agent agrees that the obligations relating to confidentiality, non-disclosure, return of property, and non-solicitation shall survive the termination of this Agreement. The Sales Agent will not engage in any activities that may harm the Company's business interests or reputation following the termination.

11. Dispute Resolution and Governing Law

a) Governing Law: This Agreement and any dispute or claim (including non-contractual disputes or claims) or controversy arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Republic of India, except for its conflict of law provisions.

b) Exclusive Jurisdiction: In case of any claim, dispute, matter, or controversy arising out of or in relation to this Agreement, the same shall first be attempted to be resolved amicably by the Parties through mutual discussion, failing which, the same must be exclusively brought before the appropriate court located in Nalgonda, Telangana, or the High Court for the State of Telangana.

12. General Provisions

a) Consent to use of personal information: The Sales Agent hereby consents to the collection, use, and processing of their personal information by the Company for legitimate purposes, including but not limited to payment of compensation, performance evaluations, and compliance with applicable laws and regulations. The Sales Agent understands that the Company will handle their personal information in accordance with applicable data protection and privacy laws, and that the Sales Agent may exercise all the rights (with limitations) as made available to them under the applicable data protection law.

b) Notice: Any notice, request, demand, or other communication required or permitted under this Agreement shall be in writing and may be delivered personally, sent by certified mail, or sent electronically to the last known address or email address of the respective Party. The effective date of notice shall vary depending on the delivery method: notices delivered personally are effective upon receipt, notices sent by certified mail become effective three (1) business day after mailing, and notices sent electronically are effective upon confirmation of successful transmission. In the event of changes to contact information, Parties must promptly notify each other in writing.

c) Waiver: The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy provided herein shall not constitute a waiver of that provision, right, or remedy, nor shall it preclude or affect the party's ability to enforce such provision, right, or remedy in the future. Any waiver of any provision of this Agreement must be in writing and signed by both parties to be effective.

d) Assignment: The Sales Agent cannot assign or transfer their rights and obligations under this Agreement in favor of anybody else, without the express written consent of the Company. The Company reserves the right to assign, transfer, or delegate this Agreement, in whole or in part, to any successor, affiliate, or third party, without the prior written consent of the Sales Agent.

e) Severability: If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

f) Entire Agreement and Modification: This Agreement, along with Terms and Conditions and Privacy Policy posted on the Flygoog Agent App contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Parties acknowledge that the Terms and Conditions apply to the Sales Agent's engagement with the Company. This Agreement is intended to supplement the Terms and Conditions by addressing specific aspects of the Sales Agent's duties, responsibilities, and compensation. In the event of any discrepancy or inconsistency between the Terms and Conditions and this Agreement, the terms of this Agreement shall prevail and supersede the Terms and Conditions to the extent of such inconsistency. The Sales Agent agrees to abide by both the Terms and Conditions and this Agreement, understanding that this Agreement provides additional, detailed provisions relevant to their role and responsibilities. This Agreement may be modified or altered only by a writing executed by both the Parties.

g) Counterparts: This Agreement may be executed in multiple counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement.

h) Independent Legal Counsel: The Sales Agent has been afforded a fair and reasonable opportunity to seek independent legal advice from a qualified advocate / lawyer of their choice prior to executing this Agreement. In the event that the Sales Agent elects not to avail themselves of such services, it shall be considered a voluntary decision on their part. The Sales Agent acknowledges and assures that they are signing this Agreement with a comprehensive understanding of all its provisions, without any form of compulsion, coercion, or undue influence.

THE PARTIES HAVE SIGNED THIS AGREEMENT ON THE DATE MENTIONED BELOW TO INDICATE THEIR ACCEPTANCE AND AGREEMENT TO THE TERMS SET FORTH HEREIN.

By the Company - Flygoog

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Authorized Signatory:

Name:

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Date:

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By the Sales Agent

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Name:

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