This agreement is between a company and an independent sales representative that
outlines the terms of engagement of the representative to solicit orders on behalf of the
company. This document in its draft form contains numerous of the standard clauses
commonly used in these types of agreements, as well as optional language allowing for
customization to ensure the specific terms of the parties' agreement are addressed.
Use this form if one is a company wishing to engage the services of an independent
sales representative to solicit orders for a company.
INDEPENDENT SALES REPRESENTATIVE
AGREEMENT
This Independent Sales Representative Agreement (hereinafter “the Agreement” is entered into
and effective as of [insert date] by and between by and between the following parties:
[Insert Name of Company] (hereinafter “Company”) with a principal business address of
_________________________; and
[Insert Name of Sales Representative] (hereinafter “Representative”) with a principal business
address of _______________________ _______ ____,collectively referred to as the “Parties”.
RECITALS
A. Whereas, Company is engaged in the business of [describe the business i.e.
marketing/production/manufacturing, etc.] (hereinafter referred to as the “Product”) in the
United States.
B. Whereas, Company desires to obtain the services of Representative to promote and solicit
sales of the product, and Representative hereby desires to provide such services to the Company
in accordance with the terms, conditions and covenants set forth in this Agreement.
Now therefore, in consideration of the mutual covenants and undertakings as set forth herein and
for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Representative agree as follows:
I. ENGAGEMENT AND ACCEPTANCE
Subject to the terms and conditions contained herein, the Company hereby appoints
Representative, and Representative hereby accepts such appointment, as its [non-exclusive /
exclusive] independent sales representatives to promote and solicit orders for the product.
II. SERVICES
The Representative shall perform services, as described in Exhibit “A” (herein referred to as
“Services”)
III. TERM AND TERMINATION
3.1 This Agreement shall commence on the Effective Date and continue for a period of one
(1) year and shall automatically extend for successive one (1) year periods, unless either party
gives written notice of non renewal to the other.
3.2 This Agreement may be terminated for convenience, by either party at any time, upon
_____________ (___) day’s written notice to the other party. If this Agreement is terminated for
convenience, Company shall pay the Representative any unpaid commission due under this
Agreement.
3.3 Company may terminate this Agreement for cause immediately upon notice to the
Representative, without any liability to Representative or any third party:
A. If the Representative fails to perform or materially breaches any provision of this
Agreement, and such failure continues uncured for a period of thirty (30) days after the
date of notice to Representative from Company identifying the breach;
B. If Company reasonably suspects fraud or material misrepresentation by Representative or
any actual or potential third party customer;
C. If any event of insolvency, bankruptcy, assignment for the benefit of creditors,
appointment of a trustee or receiver with respect to Representative has occurred;
D. If by any governmental prohibition or required alteration of the Company Services to be
provided hereunder;
E. If any violation of an applicable law, rule or regulation by Representative has occurred;
or,
F. If Representative is unable, by reason of illness or disability of any of its employees, to
perform any of its responsibilities hereunder.
3.4 If this Agreement is terminated for cause, then Representative shall not receive any
further commission from the Company.
3.5 At the termination of this Agreement, Representative shall cease using any sales
materials and product samples in its possession or control and shall return all the property of the
Company, immediately upon our request.
IV. TERRITORY
4.1 Representative shall have the exclusive right to solicit orders for the Product in the
geographic territory as mentioned in Exhibit "A" (hereinafter called "the Territory").
Representative shall not solicit orders for Company Products in any other geographic territory
outside the Territory. The Company shall have the right, at any time, in its sole discretion, to
modify or limit the scope of the Territory.
4.2 Representative acknowledges and agrees that it neither has, nor will acquire, any vested
or proprietary right or interest with respect to the Territory, any Company customers in the
Territory, or any Company customer lists. Representative further acknowledges and agrees that
any goodwill accruing in the Territory during the term of this Agreement with respect to the
Company or Company Products shall be considered the property of the Company rather than
Representative.
V. INDEPENDENT CONTRACTOR
Representative is hereby appointed as an independent contractor and not as an employee of the
Company. As an independent contractor, Representative shall be solely r