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What is Sales Representative Agreement?
Sales Representative Agreement A Sales Representative Agreement establishes a relationship with sales representatives, specifying sales territories, commissions, and responsibilities of the representatives.
Sample template:
SALES REPRESENTATIVE AGREEMENT
This Sales Representative Agreement (the "Agreement") is entered into as of [Effective Date], by and between [Company Name], a [State] corporation, with its principal place of business located at [Company Address] ("Company"), and Alex D Reynolds, an individual residing at [Representative Address] ("Representative").
1. APPOINTMENT
1.1. Exclusive Appointment
Subject to the terms and conditions of this Agreement, Company hereby appoints Representative as its exclusive sales representative to promote, sell, and solicit orders for Company's products and services (the "Products") within the territories set forth in Schedule A attached hereto (the "Territory"), and Representative hereby accepts such appointment.
2. DUTIES OF REPRESENTATIVE
2.1. Performance Expectations
Representative shall use their best efforts to promote and sell the Products in the Territory by carrying out activities such as marketing, soliciting orders, providing customer support, and attending trade shows as reasonably required by Company. Representative shall comply with Company's policies and procedures, and shall provide periodic sales reports as specified by Company regarding Representative's sales efforts, customer feedback, and market trends.
3. COMMISSIONS
3.1. Commission Rates
Company shall pay Representative a commission on all Net Sales of Products made by Representative within the Territory, in accordance with the commission rate specified in Schedule B attached hereto ("Commission Rate"). The term "Net Sales" shall mean the gross amount invoiced by Company for Products, less any discounts, allowances, returns, and other adjustments approved by Company in writing.
3.2. Payment Terms
Commissions shall be payable within thirty (30) days following the end of each calendar month during which the applicable Net Sales are made, provided that Representative has submitted to Company an invoice for such commissions, along with any documentation requested by Company to verify the Net Sales. Company may withhold payment of commissions in the event of a Customer dispute, subject to resolution of such dispute.
4. INDEPENDENT CONTRACTOR STATUS
4.1. Non-Employee Relationship
Representative is an independent contractor and not an employee, agent, partner, or joint venture of, or with, Company. Representative shall not be entitled to any Company employee benefits, and shall be solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including those related to workers' compensation, unemployment compensation, income taxes, and social security.
5. TERM AND TERMINATION
5.1. Term
This Agreement shall commence on the Effective Date and, unless sooner terminated in accordance with its terms, shall continue for a period of one (1) year (the "Initial Term"), with automatic renewal thereafter for successive one (1) year terms (each, a "Renewal Term") unless either party gives written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
5.2. Termination for Cause
Either party may terminate this Agreement, effective upon written notice to the other party, for a material breach by the other party, which may include, without limitation, Representative's failure to meet Company's reasonable performance expectations as stated in Section 2.1 or any breach of Sections 1.1 of this Agreement.
6. PROPRIETARY RIGHTS AND CONFIDENTIALITY
6.1. Proprietary Rights
Representative acknowledges that Company owns all intellectual property rights in and to the Products and Company's marketing materials (collectively, "Proprietary Rights"). Representative shall not acquire any Proprietary Rights or any other rights or interests in Company's Products or marketing materials.
6.2. Confidentiality
During the term of this Agreement and for a period of two (2) years following its termination, Representative shall not use or disclose any Confidential Information of Company for any purpose other than as reasonably necessary to perform their obligations under this Agreement. The term "Confidential Information" shall mean any non-public information relating to Company's business, including, without limitation, trade secrets, customer lists, pricing information, marketing materials, and customer data.
7. INDEMNIFICATION
Each party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party, including its officers, directors, employees, and agents (the "Indemnified Party"), from and against any and all claims, liabilities, damages, and expenses, including reasonable attorney fees, arising out of or resulting from the Indemnifying Party's breach of any representation, warranty, covenant, or obligation under this Agreement.
8. GOVERNING LAW AND DISPUTES
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State]. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration in accordance with the rules of the [Arbitration Association], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
9. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, between the parties relating thereto. This Agreement may not be amended or modified except in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Sales Representative Agreement as of the Effective Date.
[Company Name] [Alex D Reynolds]
By: _____________________________ By: ______________________________
Name: ____________________________ Name: Alex D Reynolds
Title: ___________________________
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Sections of a Sales Representative Agreement
In this Sales Representative Agreement, you will see the following sections:
- Appointment
- Duties of Representative
- Commissions
- Independent Contractor Status
- Term and Termination
- Proprietary Rights and Confidentiality
- Indemnification
- Governing Law and Disputes
- Entire Agreement and Amendments
Going indepth - Analysis of each section:
- Appointment : This section explains that the Company appoints the Representative as its exclusive sales representative for the Company's products and services within a specific territory. Think of it as the Company giving the Representative the exclusive right to sell their products in a particular area.
- Duties of Representative : This part outlines the responsibilities of the Representative, such as promoting and selling the products, providing customer support, and attending trade shows. It's like a job description for the Representative, detailing what they need to do to fulfill their role.
- Commissions : This section describes how the Representative will be paid, which is through a commission based on the net sales of the products they sell. It also explains when and how the commissions will be paid. In simple terms, it's the payment plan for the Representative's work.
- Independent Contractor Status : This part clarifies that the Representative is not an employee of the Company but an independent contractor. This means the Representative is responsible for their taxes and other legal obligations and won't receive employee benefits from the Company. It's like being a freelancer rather than a full-time employee.
- Term and Termination : This section sets the duration of the Agreement, which is initially one year, with automatic renewals for additional one-year terms unless either party decides to end it. It also explains how either party can terminate the Agreement if there's a breach of contract. It's like the expiration date and cancellation policy for the Agreement.
- Proprietary Rights and Confidentiality : This part states that the Company owns all intellectual property rights related to the products and marketing materials. The Representative must also keep the Company's confidential information private and not use it for any other purpose. It's like a reminder to respect the Company's ownership and secrets.
- Indemnification : This section explains that each party will protect and compensate the other party if they cause any harm or legal issues due to a breach of the Agreement. It's like an insurance policy between the two parties to cover any potential problems.
- Governing Law and Disputes : This part states that the Agreement is governed by the laws of a specific state and country. It also explains that any disputes will be resolved through arbitration, which is a way to settle disagreements outside of court. It's like setting the rules and location for resolving any conflicts that may arise.
- Entire Agreement and Amendments : This section clarifies that the Agreement is the complete understanding between the parties and replaces any previous agreements. It also states that any changes to the Agreement must be in writing and signed by both parties. It's like saying this Agreement is the final word and can only be changed with both parties' consent.
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