This is an agreement between a principal and an agent whereby the agent is appointed
as an independent contractor on a non-exclusive basis to sell the principal's products or
services in a defined territory. This agreement contains standard clauses as well as
customizable exhibits to ensure that the parties' understandings are properly set forth.
Customizable exhibits specify the products and territories, reserved accounts,
commission schedules, and company marks. This document should be used by small
businesses or other entities that want to hire independent contractors on a non-
exclusive basis to sell products or services on a commission basis.
SALES REPRESENTATIVE AGREEMENT
THIS SALES REPRESENTATIVE AGREEMENT (the “Agreement”), is made and entered
into this _____ day of _________, 20__ (“Effective Date”) by and between _________, a
_______ [Comment: insert state of incorporation] corporation, having its principal place of
business at ____________________________ (the “Company”), and _________________ a
___________ corporation, having its principal place of business at
________________________________________ (the “Representative”).
[Comment: if Representative is an individual and not a corporation, then follow the name
of the Representative with “an individual”]
WHEREAS, Company desires to appoint Representative as an independent sales representative
for Company’s products in accordance with the terms set forth herein; and
WHEREAS, Representative desires to accept such appointment on a non-exclusive basis for
generating leads and, and soliciting orders of Company products from 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
The below-listed terms shall be defined for purposes of this Agreement as follows:
A. The term "Product(s)" shall mean only the products of Company, which are set
forth in Schedule A attached hereto.
B. The term "Territory" shall mean the geographical area set forth in Schedule A
C. The term “Customer” shall mean a current or potential buyer or user of the
Company Products in the Territory.
D. 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”.
E. The term "Person" shall mean any individual, corporation, partnership or other
F. The term “Reserved Account” shall mean those accounts listed on Schedule B
attached hereto as augmented from time to time by Company pursuant to the provisions
of Section 3B below which are designated as accounts to be supported by Company
direct sales people.
2. APPOINTMENT AND AUTHORITY OF REPRESENTATIVE
A. Sales Representative Appointment. Subject to the terms and
conditions herein , Company hereby appoints Representative as Company’s
nonexclusive sales representative solely for the Products listed in Schedule
A attached hereto and only in the Territory set forth in Schedule A attached
hereto, and Representative hereby accepts such appointment.
Representative’s sole authority shall be to actively market, promote and
solicit orders for the Products in the Territory in accordance with the terms
of this Agreement. Unless otherwise consented in writing by Company,
Representative shall have no power or authority, express or implied: (i) to
make any commitment or incur any obligations on behalf of Company; or
(ii) to collect any monies or to give receipts on behalf of Company.
Company reserves the right, on prior written notice to the Representative to
add to or to delete Products set forth in Schedule A. Addition or deletion of
Products will become eff