Hits 1,000

Sales Representative Agreement

THIS AGREEMENT entered into this ________ day of __________________, 2012 by and between Hits 1,000, (Company) a Hawaii business entity with its principal place of business located at 94-1221 Ka Uka Blvd 108-325 Waipahu, HI 96797 USA and: Name: Address: ______________________________________ (Applicant) ______________________________________ ______________________________________ Telephone #: RECITALS WHEREAS, the Company is engaged in the business of providing search engine optimization of internet web sites and desires to obtain the services of an Employee to provide professional sales of the Companys products and/or services upon the terms and conditions provided herein. WHEREAS, the Applicant is interested in providing professional sales services to the Company as an employee upon the terms and conditions provided herein. WHEREAS, the Company and the Applicant wish to document the nature of the relationship by and between themselves for the purposes of any and all services performed by the Applicant for, at the request of, or on behalf of the Company from the date of this Agreement until its termination under the terms set forth herein. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged and the mutual promises set forth herein of which is agreed by and between the Company and the Applicant as follows: ______________________________________

Retention of Agent

1.1

Company hereby engages the services of Applicant as a sales professional for the Company, and Applicant hereby agrees to provide such services, all upon the terms and conditions set forth in this Agreement. Applicant shall diligently, faithfully and legally solicit prospective customers in an endeavor to secure sales for Company. Applicant shall utilize Applicants best efforts to obtain business for Company and to promote the Companys business operations.

1.2

Page 1 of 5

Hits 1,000
Sales Representative Agreement
2
Covenant Not to Compete

2.1

During the terms of this Agreement, Applicant agrees that he/she will not, directly or indirectly, own an interest in, operate, join, control, or participate in, or be connected as an officer, agent, employee, partner, shareholder, or principal of any corporation, partnership, proprietorship, firm, association, person, or other entity producing, designing, providing, soliciting orders for, selling, distributing, or marketing products, goods, equipment, or services that directly or indirectly compete with Company or Companys business. For Six (6) months following termination as an Applicant, Applicant agrees not to undertake any employment or activity competitive with Companys business in which the loyal and complete fulfillment of the duties of the competitive employment or activity would call on Applicant to reveal, to make judgments on, or otherwise to use any trade secrets of Companys business to which Applicant had access by reason of Companys business.

2.2

3 Status as an employee 3.1 Applicant affirms that Applicant shall be deemed an employee for purposes of any sales or other services furnished
by Applicant for or at the request of the Company; during the term of this Agreement.

3.2 3.3

Applicant affirms that any services provided by Applicant during the term of the Agreement shall not create a joint venture, partnership or employment relationship between Applicant and Company. Applicant and Company specifically agree that Applicant:

A B C D E F

Applicant is free to solicit sales, where, when and how it pleases as long as it is legal and ethical; Applicant is not limited to pursuing only leads provided by Company; Applicant is not required to canvas a set territory within any time period minimum 40 hours a week. Applicant is required to produce a minimum volume of sales of 1 sale a week; Applicant is to set 40 hours during which it performs sales or other services subject to this Agreement; Applicant is required to furnish services subject to this Agreement on a full-time basis and producing a minimum volume of business for Company. If no sales are produced this agreement shall be immediately and automatically be terminated.

G Applicant furnishes all materials and supplies required to perform services subject to the Agreement; H Applicant is responsible for all incidental expenses incurred by Applicant, I Applicant affirms that this agreement shall start when the first sale has happened and automatically terminated
when 7 days have elapsed with no sales.

Applicant maintains and is a separate business entity with its own office, equipment, materials and other facilities determined by the Applicant;

K Applicant holds a Federal Employer Identification Number; L Applicant shall be responsible for hiring, training and supervising its own employees. Applicant shall be responsible
for its employee wages and benefits.

M Applicant operates under contracts to perform specific services or work for specific amounts of money and the
Applicant controls the means of performing the services or work excluding any tangible or intangible property owned by the Company of which is provided to the Applicant to assist the Applicant in the performance of the Applicants operations;

N Applicant is not entitled to reimbursement from Company for expenses related to the services or work that Applicant
performs under this Agreement;
Page 2 of 5

Hits 1,000
Sales Representative Agreement
O Company, in its sole discretion may reimburse the Applicant for some expenses such as business travel if specifically
requested by Company. Payment from the Company for such expenses must receive specific written approval from the Company and invoiced to the Company from the Applicant prior to any payment to the Applicant;

P Applicant is responsible to the satisfactory completion of work or services that the Applicant contracts to perform
and is liable for a failure to complete the work or service;

Q Applicant receives compensation for work or services performed under this Agreement in accordance with the terms
of Exhibit A, attached hereto;

R Applicant may realize a profit or suffer a loss under this Agreement; S Applicant has continuing or recurring business liabilities or obligations and the success or failure of Applicants
business depends on the relationship of the Applicants business receipts to expenditures.

4 5

Taxes and Insurance

4.1
Term.

Applicant and the company shall follow all IRS regulations regarding this matters

5.1

Commencement. The term of this Agreement and Applicant's obligation to provide services hereunder shall commence after the signature date entered and when the first sale has been completed as in this agreement and continue until termination. Termination. Applicant's obligation to provide services hereunder may be terminated at any time by one party giving written notice to the other. All of the other terms and conditions of this Agreement, including the obligation of Company to pay compensation services heretofore provided to Company and the obligation of Applicant to maintain the confidentiality of Companys Confidential Information, shall survive the termination of Applicant's services hereunder.

5.2 5.3

Compensation

6.1

Computation of Amount. In consideration of Applicant's services and Applicant's other agreements and covenants hereunder, Company shall periodically pay Applicant compensation computed in accordance with the terms of Exhibit A hereto.

Prohibition of Assignment of Contract Applicant may not assign its rights or obligation under this agreement without the written consent of the Company. However, Company may assign its rights and obligations under this agreement to its successors or assigns.

Confidential Information.

8.1

Definition. Applicant acknowledges that Companys operations, techniques, forms, documents, computer printouts, invoices, methods of doing business, clients, customer lists, the identity of suppliers or goods sold by Company, the prices paid by Company for its goods, and Company accounts receivable are trade secrets and confidential information (herein "Confidential Information"). Duty to Preserve Confidential Information. Applicant may receive certain Confidential Information during the term of this Agreement. Applicant agrees to preserve the confidentiality of such information, and to make every effort to ensure that the confidentiality of such information is not compromised by any action or omission of Applicant. Applicant specifically agrees that he will not at any time, whether during or subsequent to the term of this contract with Company in any fashion, form, or manner, unless specifically consented to in writing by Company, either directly or
Page 3 of 5

8.2

8.3

Hits 1,000
Sales Representative Agreement
indirectly, use or divulge, disclose, or communicate to any person, firm, or corporation, in any manner whatsoever, any Confidential Information of any kind, nature or description.

8.4

Applicant shall not disclose, grant, assign, license, sell, give away, or otherwise transfer to any third party, or develop, produce, promote, or otherwise exploit any idea, proprietary information, trade secret or Confidential Information, the knowledge of which Applicant obtains by reason of Applicant's relationship with Company hereunder; Applicant will not remove from Companys business premises any original or any copy of any Company document or form, including, without limiting the generality of the foregoing, computer printouts, or all or any portion of the Confidential Information. Return of Confidential and Order Material. Upon the termination of Applicant's Agreement with Company hereunder, Applicant will immediately return to Company any Confidential Information in Applicant's possession or control. Acknowledgment. Applicant acknowledges that the business of telemarketing and/or sales is subject to substantial regulation and that serious and adverse consequence to Company, Companies business and Applicant might result if Applicant fails to strictly comply with such regulations. Accordingly, Applicant agrees to act in compliance with such regulations. Sales Presentation Policy Statement. Company has adopted a Sales Presentation Policy Statement, the most recent version of which is attached hereto as Exhibits B and C. Applicant agrees to strictly comply with the instructions of this Sales Presentation Policy Statement, as the same may be modified or amended from time to time. Applicant Information Sheet. Company is required to provide to various governmental entities and periodically update information about Companies business and the persons acting on Companies behalf, including Applicant. Accordingly, at Companies request;

8.5

8.6

Regulatory Compliance.

9.1

9.2

9.3

A Applicant has completed Companys standard Applicant Information Sheet, which is attached hereto as Exhibit "B" B Applicant represents and warrants to Company the information contained thereon is complete and accurate; C Applicant agrees that Company may use such information (and any updating information) in documents which
Company provides to governmental entities;

D Applicant recognizes that it is extremely important for Company to have current information in order to make
accurate filings with governmental entities;

E Applicant agrees that Applicant shall notify Company in writing at any time if any of the information provided on
Exhibit "B" hereto changes and that Applicant will, upon the request of Company, at any time; complete a new Applicant Information Sheet.

9.4

Prohibition against Misrepresentations. Company has advised Applicant that the principal purpose of the governmental regulation of telemarketing and/or sales is to prevent fraud upon persons solicited by telephone and/or in person. Accordingly;

A Applicant agrees that, while employed by Company, Applicant will not make any misrepresentation or misleading
statement to any person, including without limitation, any misrepresentation or misleading statement concerning Company's identity and location, or the price, quantity or quality of any product offered for sale, or sold or shipped by Company.

9.5

Immediate Termination for Breach. COMPANY MAY IMMEDIATELY TERMINATE APPLICANT'S RELATIONSHIP WITH COMPANY FOR ANY VIOLATION OF THE PROVISIONS OF THIS SECTION.
Page 4 of 5

Hits 1,000
Sales Representative Agreement
10 Indemnification.
Applicant shall indemnify and hold the Company harmless against any claim, demand, damage, debt, liability, account, reckoning, obligation, cost, expense, lien, action or cause of action (including the payment of attorneys' fees and costs actually incurred whether or not litigation is commenced) arising from the breach of this Agreement.

11 Additional Covenants. 11.1 Entire Agreement, Waiver and Amendment. This Agreement embodies and constitutes the entire understanding
between the parties hereto with respect to the transactions contemplated herein, and all prior and contemporaneous agreements, understandings, representations, and statements, oral and written, are merged herein. No provision of this Agreement shall be waived, modified, amended, discharged or terminated, except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought and then only to the extent set forth in such written instrument.

11.2 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii. 11.3 Paragraph Headings. Descriptive paragraph headings are for convenience only and shall not control or affect the
meaning or construction of the provisions of the Agreement.

11.4 Gender. Whenever the context herein shall so require, the singular shall include the plural, the male gender shall include
the female gender and the neuter, and vice versa.

11.5 Unenforceability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or enforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

11.6 Waiver. No waiver by Company of any breach of this Agreement shall be deemed a waiver of any preceding or
succeeding breach of the same or of any other provision hereof. Each and all of the several rights, remedies, and options of Company hereunder shall be construed as cumulative and no one of them is exclusive of the other or of any right, remedy or priority allowed by law or in equity.

11.7 Any notice to be given to either party hereunder shall be in writing and delivered personally or sent be certified or
registered mail, postage prepaid to the address listed for the party of the first page of this agreement.

11.8 Exhibits. All exhibits attached hereto are incorporated herein by this reference.
Hits 1,000 (Company) Agreed and Accepted (Applicant)

By: Title: Date:

_____________________________________ _____________________________________ _____________________________________

By: Title: Date:

Page 5 of 5

_____________________________________ _____________________________________ _____________________________________

Hits 1,000

Non-Disclosure Agreement
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This agreement is made and entered into this ___ day of __________, 2012, by and between the individuals/organizations signed below, (the Party or Parties) in order to protect certain proprietary and confidential information of the Parties, their affiliates and their agents and consultants. WHEREAS, the Parties desire to discuss certain business issues related to their respective roles in a potential new project (the Project); and WHEREAS, the Parties anticipate that, in the course of discussions, evaluations and a possible business relationship between the Parties all in connection with the Project, each may disclose to the other certain non-public, confidential and/or proprietary information, including without limitation, data, ideas, marketing information, business plans, proposals or other information (hereinafter referred to as Confidential Information); and WHEREAS, the use of Confidential Information by, or its disclosure to, any person or organization other than the Parties would be highly detrimental and damaging to the one or more of the Parties, NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, the Parties agree as follows: A. Confidential Information. If a Party has either written or in computer-readable information it desires to be treated as Confidential Information, whether disclosed as part of the discussions, evaluations or business relationships in connection with the Project it shall be clearly and conspicuously marked or otherwise identified by the disclosing Party as CONFIDENTIAL or PROPRIETARY at the time of disclosure. If a Party has oral information that it desires to be treated as Confidential Information, it shall so state to the receiving Party and obtain the receiving Partys verbal agreement to receive it on a confidential basis prior to disclosure. Confidential Information also includes the existence of discussions between the Parties regarding the Project. B. Nondisclosure. The receiving Party acknowledges the economic value to the disclosing Party of all Confidential Information and the receiving Party shall: 1. Use the Confidential Information only for the purpose of evaluating and/or contributing to the Project; and 2. Restrict disclosure of the Confidential Information solely to those employees, or authorized representatives of the receiving Party and its affiliates with a need to know and who are obligated by the receiving Party in a manner consistent with this Agreement to maintain the confidentiality of such information; and 3. Advise those employees or authorized representatives who gain access to the Confidential Information of their obligations hereunder; and 4. Make only the number of copies of the Confidential Information necessary to disseminate the information to those personnel who are entitled to have access to it and ensure that all confidential notices set forth on the Confidential Information are set forth in full on such copies; and 5. Safeguard the Confidential Information with the same degree of care to avoid unauthorized disclosure as recipient uses to protect its own confidential and proprietary information but in no event shall Recipient use less that a reasonable degree of care. C. Exceptions. The restrictions set forth in paragraph B above shall not apply if: 1. The Confidential Information was already known to the receiving Party prior to disclosure by the disclosing Party; or 2. The Confidential Information has become publicly known through no act of the receiving Party in violation of this agreement; or 3. The Confidential Information has been lawfully received from a third Party not subject to this Agreement; or 4. The Confidential Information has been independently developed by the receiving Party without reliance on Confidential Information, provided that such independent development can be substantiated by written records and documents; or 5. The Confidential Information has been approved for release by written authorization of the disclosing Party; or 6. The Confidential Information has been furnished by the disclosing Party to the receiving Party or a third Party without designation as Confidential or Proprietary information; or 7. In the event that the Confidential Information of the disclosing Party must be disclosed pursuant to a requirement of a governmental agency or court of law and the receiving Party is legally required (by documents subpoena, Civil Investigative Demand or similar process) to disclose any such Confidential Information, it is agreed that, to the extent practicable, the receiving Party will provide the disclosing Party with prompt notice of any such request, so that the disclosing Party may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. It is further agreed that if, in the absence of a protective order or the receipt of a waiver hereunder, if in the opinion of receiving Partys counsel it is legally required to disclose Confidential Information, the receiving Party may

Hits 1,000

Non-Disclosure Agreement

disclose such information and provide notice of such actions to disclosing Party without liability hereunder. D. Term. This Agreement shall remain in effect from the date first written above until replaced by another written agreement between the parties. The terms of this Agreement shall remain in effect for three (3) years from date of first Disclosure for any Confidential Information received under this Agreement. E. Use. The receiving Party shall not remove, overprint or deface any notice of copyright, trademark, logo, legend or other notice of ownership from any originals or copes of Confidential Information it obtains from the disclosing Party and shall not reverse engineer, decompile or disassemble any hardware or software provided or disclosed by the disclosing Party. F. Return of Confidential Information. Each Party agrees that, upon the others request, all documents and records containing Confidential Information shall be either destroyed or returned to the disclosing Party. The option to return or destroy the Confidential Information shall be at the receiving Partys discretion provided that if such receiving Party chooses to destroy the Confidential Information, it will do so and provide the other Party with written certification of such destruction within fourteen (14) days of the other Parties initial request. An exception to the above is granted only when the receiving Party is required to maintain Confidential Information for compliance to a governmental agency or court of law, the receiving Party shall notify the other Party of such and will be exempted from this clause for the period retained providing that such Confidential Information must be maintained by the receiving Party for such requirements only and with compliance to all other clauses of this agreement. G. No Grant of Rights. Nothing contained in this Agreement shall be construed as granting or transferring any rights under any patent, trademark, copyright or other proprietary right protecting any Confidential Information, except for the right to use such information in accordance with this Agreement. Nor shall this Agreement create any other obligations, including without limitation agency or partnership obligations, between the Parties except as expressed herein. This Agreement does not constitute an offer to sell information. H. Right to Enjoin Disclosure and Competition. The Parties acknowledge that unauthorized disclosure or improper use of Confidential Information would cause the disclosing Party irreparable harm for which it would have no adequate remedy at law. Accordingly, the disclosing Party shall have the right to obtain a temporary restraining order enjoining improper disclosure or use of Confidential Information, in addition to any other rights and remedies available. I. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Hawaii, exclusive of its choice of law provisions, and all questions concerning the meaning, intention or validity of the terms of this Agreement, as well as the performance of the parties hereto, shall be determined and resolved in accordance therewith. The parties agree to submit to the exclusive jurisdiction of the State and Federal Courts sitting in Honolulu County, Hawaii, and waive any objections to the Court based on jurisdiction, venue or inconvenient forum. J. Severability. If any provision of this Agreement is declared void, or otherwise unenforceable by a court or other tribunal of competent jurisdiction, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective affiliates, heirs, successors, representatives and assigns. L. Entire Agreement. This Agreement constitutes the entire agreement on confidentiality between the Parties. The Parties acknowledge and agree that no other statements, representations, agreements or warranties, except those outlined herein, apply to the terms and conditions of this Agreement.

Signature: Company: Name: Title: Date:

Signature: Company: Name: Title: Date:

Hits 1,000

Commissions and Prices

Addendum A - Commission Structure

The commissions are:

First Sale: $ 100 Second Sale: $ 250 Third and additional Sales: $ 500 Residual: $40.00 per month (totaling $480.00 for a full Year that the client remains actively subscribed to the service) and every year thereafter that the client remains actively subscribed to the service.

Commissions are only paid on cash received.

In order for this agreement to remain active, a contractor must procure and finalize a minimum of One (1) sale per calendar month to remain an active Contractor.

Unlimited commissions for life!

In order to qualify as a business development manager (BDM) you must have a minimum of 2 salespeople and a sales manager (SM) in your organization.

The Sales person must produce at least 1 sale per week.

Date and signature:

Hits 1,000

Resume and IRS Forms

Addendum B Additional Documents

1. Applicants Full Resume (attached)

2. IRS Forms (Necessary only for USA residents not for international applicants) USA Citizens and legal residents must complete these forms previous to their employment http://www.uscis.gov/files/form/i-9.pdf http://www.irs.gov/pub/irs-pdf/fw4.pdf

3. IRS Rules: http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Hiring-Employees

I have read the rules and will abide by them.

Date and signature: