2009 Inside Sales Rep Agreement

INSIDE SALES REPRESENTATIVE AGREEMENT This Inside Sales Representative Agreement (the “Agreement”) is entered into effective this ____ day of ____________, 20___ (“Effective Date”), by and between Groove Satellite & Entertainment (“Groove”) and ________________________________ (“Inside Sales Rep”.) OVERVIEW Groove Satellite & Entertainment is an independent technology solutions provider in the residential and commercial market selling services for DirecTV, Dish Network, Qwest, Verizon, and Clearwire among other products and services. Inside Sales Representative compensation is based on a performance incentive program. Activities will include selling paid television service for residential customers as well as broadband internet, VoIP, telephone services, and any other services or products that Groove may from time to time offer for sale to the public. INDEPENDENT CONTRACTOR This Agreement shall govern the relationship of the parties, which shall be that of contractor (Groove) and independent contractor (Inside Sales Rep.) Nothing in this Agreement shall be construed so as to create an employer—employee relationship. Inside Sales Rep is an independent contractor in relation to Groove. No agency relationship, joint venture or partnership is created by this Agreement. Inside Sales Rep shall have no authority, express or implied, to enter into contracts with third parties or make representations on behalf of Groove without its express written consent. Inside Sales Rep agrees to indemnify, defend and hold Groove harmless with respect to any liability that may arise from or relate to Inside Sales Rep’s involvement in Groove’s sales Program. Inside Sales Rep understands he or she is an independent contractor and is therefore solely responsible for all self-employment taxes and any federal, state and local taxes or fees that may arise from the independent contractor relationship. TERM OF AGREEMENT This Agreement shall be effective as of the Effective Date, and shall remain in effect until terminated by either party. DUTIES OF INSIDE SALES REP Inside Sales Rep agrees that he or she will attend all mandatory training provided by Groove or its designee, adhere to all rules and procedures Company may from time to time publish, and use his/her best efforts to maximize his/her commissionable sales. Inside Sales Rep shall have an ongoing obligation to use his or her best efforts to resolve the questions or concerns of any subscriber he/she originated. Any failure on the part of the Rep to timely respond to such questions or concerns shall, at the sole discretion of Groove, result in forfeiture of Rep’s commission and bonus(es), if any, paid to him/her in connection with that subscriber.

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COMPENSATION Groove will pay Inside Sales Rep a commission for each qualifying sale deemed commissionable by the service providers represented in this Agreement. A sale is counted only after the customer account is activated with the service provider and the installation is complete. Commissions will be paid twice monthly based on the number of qualifying sales that were installed during the given pay period. Inside Sales Rep agrees to treat as confidential and shall not disclose to any third party the rate schedule set forth in this Agreement and further agrees that any violation of the same shall result in forfeiture of commissions payable under the same. PAY SCALES The payout for the sales incentive compensation is based on the following: DirecTV or Dish Network New Qualifying Sale Inbound Call: $30 Includes: Radio, Mailer, E-mail Campaign, Website, and Referral Outbound Call: $40 Includes: Lead Generation DirecTV or Dish Network Upgrade Sale Inbound Call: $15 Includes: Radio, Mailer, E-mail Campaign, Website, and Referral Outbound Call: $15 Includes: Lead Generation Qwest/Verizon/Clear/Clearwire Internet or VoIP New Qualifying Sale All Call Types:

$20

PAYOUTS Pay periods will occur on the 5th and 20th day of each month. The payout on the 5th day of the month will include all sales that were installed during the 16th through the end of the prior month. The payout on the 20th will include those sales that were installed during the 1st through the 15th of the current month. If the 5th or 20th fall on a weekend, payouts will occur the next Monday. BONUSES Groove may offer Inside Sales Rep periodic performance based bonuses. Bonus payments shall be delivered to Inside Sales Rep according to the terms of the respective bonus plan. ACTIVATION FEES Groove must collect a $50 Activation Fee for each new customer. The Inside Sales Rep is at liberty to set the customer Activation Fee within a range of $0 to $75. Any amount the Sales

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Rep charges above $50 (and less than $75) will be paid to the Sales Rep as part of the compensation. If the Sales Rep chooses to waive the Activation Fee, or any portion thereof, the amount up to $15 will be deducted from the Sales Rep commission. For example, if the Inside Sales Rep chooses to waive the activation to get the sale, the Rep will be paid $15 for an inbound call and $25 for an outbound call. If the Inside Sale Rep sets the activation fee at $75, the Rep will earn $55 for an inbound call and $65 for an outbound call. CHARGE BACKS Whenever Groove incurs a Charge Back regarding a sale generated by Inside Sales Rep, Inside Sales Rep agrees to repay to Groove the Net Benefit he/she was previously paid regarding the same, unless Groove is able to recover directly from the subscriber the full value of the Charge Back. Inside Sales Rep authorizes Groove to deduct this indebtedness from any amount payable to Inside Sales Rep, including his/her withholdings, and agrees to repay to Groove any such indebtedness that cannot be satisfied from such amount. TERMINATION This Agreement may be terminated by any party at any time with at least 10 days written notice to the other party. In the event Inside Sales Rep commits any act of fraud or dishonesty, as determined solely by Groove, Groove may immediately terminate this Agreement, but shall provide notice of the termination to Inside Sales Rep as soon as feasible under the circumstances. Notice shall be provided in writing and delivered by hand or certified mail as follows: If to Groove: 6770 South 900 East, Suite 302, Midvale, Utah 84047. Any failure on the part of Inside Sales Rep to provide at least 10 days written notice of termination shall result in forfeiture of all compensation otherwise payable to Inside Sales Rep, including all commissions, withholdings and bonuses. In the event Groove terminates this Agreement due to Inside Sales Rep’s insubordination, gross failure to perform any duty required by this Agreement, fraud, dishonesty or any other act that, as determined solely by Groove, deprives Groove of one or more benefits of this Agreement, such act shall be deemed to have caused a forfeiture of all compensation otherwise payable to Inside Sales Rep.

The foregoing is agreed: ________________________________________ Date: ____________________________ By (Inside Sales Rep) ________________________________________ Printed Name

________________________________________ Date: ____________________________ By (Company) ________________________________________ Printed Name

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