This is an agreement between a manufacturer and a non-exclusive sales representative
to sell the manufacturer’s products in a specified territory during the term of the
agreement. The agreement provides for commission-based pay for the representative
and states that the parties are in an independent contractor relationship. It also includes
indemnity provisions and limitation of liability in favor of the manufacturer. This
agreement is flexible with most of the variable information in the exhibits, including a
products list which may unilaterally be updated by the manufacturer.
MANUFACTURERS REPRESENTATIVE AGREEMENT
THIS MANUFACTURER’S REPRESENTATIVE AGREEMENT (the “Agreement”) made as
of ___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert
Name of Representative], ___________ [Instruction: Insert Address] (“Representative”), and
___________ [Instruction: Insert Name of Manufacturer], ___________ [Instruction: Insert
Address] (“Manufacturer”).
WHEREAS, Manufacturer manufactures Products, as such term is defined in Exhibit “A”,
attached hereto and incorporated herein, for sale in the field of ___________ [Instruction:
Insert Type of Industry];
WHEREAS, Representative has the facilities, personnel and know-how to provide assistance to
Manufacturer in selling the Products; and
WHEREAS, Manufacturer desires to engage Representative to act as Manufacturer’s non-
exclusive sales representative, in the Territory, as such term is defined in Exhibit “A”, subject to
the terms and conditions set forth herein, and Representative desires to accept said engagement.
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:
1. Engagement. Throughout the duration of the Term, as such term is defined in Exhibit “A”,
Representative shall serve as Manufacturer’s non-exclusive, independent contractor, sales
Representative, to perform Representative’s Services, as such term is defined in Exhibit “A”,
including, but not limited to selling Manufacturer’s Products, throughout the Territory.
2. Commission. Provided that: (A) Representative is not in breach or default of any of
Representative’s representations, warranties, covenants, acknowledgements, agreements or
obligations hereunder, and (B) the Term has not been terminated; Representative shall be paid a
commission of ___________ percent (___%) [Instruction: Insert Percentage] of the Net Sales
Price of Manufacturer’s Products sold by Representative in Territory, provided said Products are
sold and shipped during the Term of the Agreement. For purposes hereof, “Net Sales Price”
shall mean: the total price at which any particular order is invoiced to the applicable customer by
Manufacturer. Excluded from the Net Sales Price are shipping and mailing costs, duties, taxes
and related adjustments granted to the customer by Manufacturer as shown on the face of
Manufacturer's invoice.
3. Representations, Warranties, Indemnity and Limitation of Liability.
A. Representative represents and warrants that to Manufacturer that:
i. Representative is under no contractual or other restrictions or obligations which are
inconsistent with the execution of this Agreement, or which will interfere with Representative’s
performance of Representative’s Services;
ii. Representative will carry liability insurance (including malpractice insurance, if
warranted) relative to Representative’s Services performed for Manufacturer;
iii. The execution and performance of this Agreement will not violate any policies or
procedures of any other person or entity for which Representative performs services concurrently
with those performed herein;
iv. Representative will not make any warranties or representations concerning the
Products to any third party and Representative will not use or distribute any advertising materials
nor use any of Manufacturer’s trademarks in connection therewith, without Manufacturer’s prior
written consent; and
v. Representative’s Services shall be performed in a competent fashion in accordance
with applicable standards of the profession and all of Representative’s Services are subject to
final approval by Manufacturer prior to payment. Representative shall conduct Representative’s
services with the highest amount of professionalism and integrity.
B. Representative hereby indemnifies and holds harmless Manufacturer, its subsidiaries, and
affiliates, and their officers and employees, from any damages, claims, liabilities, and costs
(including reasonable attorney’s fees), or losses of any kind or nature whatsoever which may in
any way arise from the services performed by Representative hereunder, or any breach or alleged
breach by Representative of this Agreement, including the representations, warranties and
agreements set forth herein.
C. Notwithstanding anything to the contrary, in no event shall Manufacturer or any person
or entity that has been involved in the creation or production of the Products be liable for any
indirect, incidental, special or consequential damages, including without limitation loss of
profits, or loss of goodwill, regardless of the form of action, arising out of or in connection with
this Agreement, the furnishing of, performance or use of any Products, or any portion of the
Products, and any other services provided for, or performed in connection with, this Agreement
or Representative’s failure to perform its obligations to third parties, even if such party has been
advised of the possibility of such damages.
D. Manufacturer's entire liability for any action, claim or cause of action whatsoever,
including without limitation, breach of contract, tort, negligence or any other legal theory, shall
not exceed the amount actually received by Manufacturer for the specific Product giving rise to
such action, claim or cause of action. The limitations of liability set herein shall not apply to any
damages for personal injury or damage to real or tangible personal property.
4. Restrictive Covenants.
A. Representative hereby agrees that, throughout the term of the Agreement and for a period
of ___________ (___) [Instruction: Insert Duration] years thereafter, Representative will not sell,
or in any way assist anyone else to sell, any products that directly compete with the Products of
Manufacturer within the Territory, without the prior written consent of Manufacturer.
B. Representative shall keep Manufacturer's Confidential Information, including but not
limited to: business secrets, customer, supplier, logistical, financial, research, development
information and any information provided to Representative on a confidential basis or with a
binder of secrecy, confidential and shall not disclose them to any third party without the prior
written consent of Manufacturer. Notwithstanding the foregoing, the term “Confidential
Information” shall not include any information which: (i) can be demonstrated to have been in
the public domain or was publicly known or available prior to the date of the disclosure to
Representative; (ii) can be demonstrated in writing to have been rightfully in the possession of
Representative prior to the disclosure of such information to Representative by Manufacturer;
(iii) becomes part of the public domain or publicly known or available by publication or
otherwise, not due to any unauthorized act or omission on the part of Representative; or (iv) is
supplied to Representative by a third party without binder of secrecy, so long as that such third
party has no obligation to Manufacturer or any of its affiliated companies to maintain such
information in confidence.
C. Representative agrees that any breach by Representative of this paragraph would cause
irreparable damage to Manufacturer, and in the event of such breach, Manufacturer shall have, in
addition to any and all remedies at law, the right to an injunction, specific performance or other
equitable relief to prevent the violation or threatened violation of Representative's obligations
hereunder.
5. Miscellaneous.
A. Representative agrees that Representative’s Services will be rendered by Representative
as an independent contractor and that this Agreement does not create an employer-employee
relationship between Representative and Manufacturer. Representative shall have no right to
receive any employee benefits including, but not limited to, health insurance, life insurance, sick
leave and/or vacation. Representative agrees to pay all taxes including, self-employment taxes
due in respect of the Commission and to indemnify Manufacturer in the event Manufacturer is
required to pay such taxes on behalf of Representative.
B. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.
C. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.
D. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void. Notwithstanding the foregoing, it is expressly understood
by the parties