This is an agreement between a principal or a company and an agent who agrees to
represent the principal or its products. This agreement engages the agent to be an
exclusive or nonexclusive sales representative of the principal. It specifies that the
agent shall be paid commission based on the number of units they sell. In addition, this
agreement limits the company's liability, provides a non-competition clause and a non-
solicitation clause. This agreement can be used by individuals or small businesses that
want to engage the services of a sales agent to represent the company.
SALES AGENT AGREEMENT
This Sales Agent Agreement (the “Agreement”), is hereby made and entered into this
_____ day of _________, 20__ (the “Effective Date”) by and between _________ (“Company”)
and _________________ (“Agent”).
RECITALS
WHEREAS, Company desires to appoint Agent as an independent sales Agent for
Company’s products in accordance with the terms set forth herein; and
WHEREAS, Agent desires to accept such an appointment on a non-exclusive basis for
generation of leads and solicitation of orders of Company products from customers
(“Customers”) in the territory specified below in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth in
this Agreement, the sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
TERMS
1. DEFINITIONS
The following terms shall have the following meanings as used in this Agreement, unless
the context indicates otherwise.
1.1. The term “Product(s)” initially shall mean those products listed in Schedule “A” attached
hereto and incorporated by reference herein, and any such additional Products that Company
may manufacture or sell. Products may be changed, discontinued, or added by a mutual
agreement of the Parties.
1.2. The term “Territory” shall mean the geographical area set forth in Schedule “A. “
1.3. The term “Customer” shall mean a current or potential buyer or user of the Products in
the Territory.
1.4. The term “Sale” shall mean the actual shipment of a Product by Company to a Customer,
and the issuing of an invoice by Company to such Customer for payment for such Product. The
acceptance or booking of a purchase order by Company shall not constitute a “Sale” hereunder.
Royalty payments resulting from the licensing of Company technology or Product(s) to a
Customer shall not be considered a “Sale.” Buy-resell Customer transactions shall not be
considered a “Sale.”
1.5. The term “Person” shall mean any individual, corporation, partnership or other legal
entity.
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2. APPOINTMENT AND AUTHORITY OF AGENT
2.1. Appointment
Company hereby engages Agent as its non-exclusive independent contractor sales agent
in the Territory so as to actively market, promote, and solicit orders for the Products in the
Territory in accordance with the terms of this Agreement. Unless otherwise authorized by
Company in writing, Agent shall have no power or authority, express or implied: (a) to make any
commitment or incur any obligation on behalf of Company or (b) to collect any monies or to
give receipts on behalf of Company. Company reserves the right, on prior written notice to
Agent, to add to or to delete Products set forth in Schedule “A.” Addition of Products will
become effective immediately upon notice to Agent or upon inclusion in the official Company
price list as described in Schedule “A.”
2.2. Exclusivity
Company hereby appoints Agent to solicit orders in the Territory on behalf of Company
only on a non exclusive basis. Company reserves the right, from time to time during the term of
this Agreement, to add to or delete from the geographical area included in the Territory.
Addition of Territory will become effective with notice to Agent at that time. In its sole
discretion and at any time, Company may appoint one or more additional sales agents in the
Territory and may also assign some or all of Customers to one or more of its sales agents in the
Territory. Notwithstanding the foregoing, Company reserves the right to solicit orders directly
from and sell directly to Customers within the Territory that are set forth in Schedule “A.”
Agent shall neither advertise the Products outside the