Non-exclusive Sales Representative Agreement Template

ADVERTISEMENT
NON-EXCLUSIVE SALES REPRESENTATIVE AGREEMENT
This Non-Exclusive Sales Representative Agreement (the “Agreement”) is made and
effective as of _________ __, 20____ (“Effective Date”) by and between
______________, [an individual] [corporation] [etc.] (the “Representative”) and
_______________________, a __________ [corporation][limited liability company]
[etc.] (the “Company”). The Representative and the Company may be referred to
individually as a “Party” or collectively as the “Parties.”
.
RECITALS
WHEREAS, the Company is engaged in the marketing and sale of the Products
(as defined below and listed in Exhibit A to this Agreement); and
WHEREAS, the Company wishes to engage the Representative as an
independent non-exclusive sales representative of the Products for the Company on the
terms and conditions set forth below; and
WHEREAS, the Representative wishes to market and sell the Products in
accordance with the terms of this Agreement; and
WHEREAS, each Party is duly authorized and capable of entering into this
Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises and benefits contained herein, the Parties hereby agree as follows:
1.
PURPOSE AND APPOINTMENT.
The Company hereby appoints the Representative as a non-exclusive sales representative
to sell and promote the Company’s products or services, including those products or
services listed in Exhibit A (the “Products”) hereto, in the Territory (as defined in Section
4). The Representative acknowledges that this is a non-exclusive appointment and that
the Company retains the right to appoint additional representatives, without liability or
obligation to the Representative, and the Representative hereby accepts the appointment
and agrees to represent and promote the sale of the Products on a non-exclusive basis.
2.
CONFIDENTIAL INFORMATION.
The Representative agrees, during the Term and thereafter, to hold in strictest confidence,
and not to use, except for the benefit of the Company, or to disclose to any person, firm,
or corporation without the prior written authorization of the Company, any Confidential
Information of the Company. “Confidential Information” means any of the Company’s
proprietary information, technical data, trade secrets, or know-how, including, but not
limited to, research, product plans, products, services, customer lists, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
Non-Exclusive Sales Representative Agreement
1
NON-EXCLUSIVE SALES REPRESENTATIVE AGREEMENT
This Non-Exclusive Sales Representative Agreement (the “Agreement”) is made and
effective as of _________ __, 20____ (“Effective Date”) by and between
______________, [an individual] [corporation] [etc.] (the “Representative”) and
_______________________, a __________ [corporation][limited liability company]
[etc.] (the “Company”). The Representative and the Company may be referred to
individually as a “Party” or collectively as the “Parties.”
.
RECITALS
WHEREAS, the Company is engaged in the marketing and sale of the Products
(as defined below and listed in Exhibit A to this Agreement); and
WHEREAS, the Company wishes to engage the Representative as an
independent non-exclusive sales representative of the Products for the Company on the
terms and conditions set forth below; and
WHEREAS, the Representative wishes to market and sell the Products in
accordance with the terms of this Agreement; and
WHEREAS, each Party is duly authorized and capable of entering into this
Agreement.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises and benefits contained herein, the Parties hereby agree as follows:
1.
PURPOSE AND APPOINTMENT.
The Company hereby appoints the Representative as a non-exclusive sales representative
to sell and promote the Company’s products or services, including those products or
services listed in Exhibit A (the “Products”) hereto, in the Territory (as defined in Section
4). The Representative acknowledges that this is a non-exclusive appointment and that
the Company retains the right to appoint additional representatives, without liability or
obligation to the Representative, and the Representative hereby accepts the appointment
and agrees to represent and promote the sale of the Products on a non-exclusive basis.
2.
CONFIDENTIAL INFORMATION.
The Representative agrees, during the Term and thereafter, to hold in strictest confidence,
and not to use, except for the benefit of the Company, or to disclose to any person, firm,
or corporation without the prior written authorization of the Company, any Confidential
Information of the Company. “Confidential Information” means any of the Company’s
proprietary information, technical data, trade secrets, or know-how, including, but not
limited to, research, product plans, products, services, customer lists, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
Non-Exclusive Sales Representative Agreement
1
engineering, hardware configuration information, marketing, finances, or other business
information disclosed to the Representative by the Company, either directly or indirectly.
The Representative may use the Confidential Information to the extent necessary for
negotiations, discussions, and consultations with Company personnel or authorized
representatives or for any other purpose Company may hereafter authorize in writing.
3. NATURE OF RELATIONSHIP.
Nothing in this Agreement shall be construed as creating a joint venture, partnership,
agency, employer/employee, or similar relationship between the Parties, or as authorizing
either Party to act as the agent of the other. The Representative’s relationship to the
Company is that of an independent contractor. The Representative shall have no authority
to bind the Company to any contractual terms. Nothing in this Agreement shall create any
obligation between either Party and a third party.
4. TERRITORY.
During the Term (as defined below) of this Agreement, the Representative shall use its
best efforts to sell the Products in the following geographical area (the “Territory”):
_________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
____
5. CUSTOMERS.
The Representative’s sales and promotional efforts shall be directed toward the
following:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
____
The aforementioned customers are intended only to be examples of the nature and type of
market to which the Company desires that the Products be sold, and should not be
construed as a limitation on the sales that can be made by the Representative pursuant to
this Agreement in the Territory.
The Representative acknowledges that the Company has existing relationships with those
customers listed in Exhibit B hereto (the “Existing Customers”), and that no
compensation is payable for sales made by the Representative to the Existing Customers,
unless otherwise agreed by the Company in writing.
Non-Exclusive Sales Representative Agreement
2
6. SALE PRICE OF PRODUCTS.
The Company shall determine all prices and terms of sale for the Products. The Company
will notify the Representative of any price changes for the Products.
7. COMPENSATION.
(a) Commissions. The Representative shall be entitled to receive a
commission on sales of the Products in the Territory to customers, which
sales were made substantially through the efforts of the Representative
during the Term (or any extension of the Term). Commissions shall be
payable as follows:
i. _____% of the Net Amount (as defined below) charged by the
Company for orders of the Products placed through the
Representative (other than to Existing Customers and their
affiliates); and
ii. _____% of total Net Amount charged by the Company for orders
of products other than Products listed in Exhibit A placed through
the Representative.
“Net Amount” is the sales price of the sold product as listed on the
invoice, less charges for handling, freight, sales, use, value added, or
similar taxes, import or export taxes or levies taxes, C.O.D. charges,
insurance, customs duties, trade discounts, and/or any other governmental
or administrative fees or charges.
(b) Timing of Payment. Commissions will be forwarded to the Representative
within ________ (___) days of the Company’s receipt of payment from
the customer, and shall be based on the amounts received. For example, if
payments from a customer to the Company will be made in installments,
payments to the Representative by the Company will also be made in
installments.
(c) Offsets and Charge-Backs. In calculating the commission that is due to the
Representative, the Company may offset any credits, cancellations,
refunds, allowances, and returns to or by customers of revenues on which
Representative has already been paid commissions under this Agreement;
provided, however, that in no event shall the offset for any customer
exceed the sales price of that customer’s returned, cancelled, or otherwise
credited products.
Non-Exclusive Sales Representative Agreement
3
(d) No Commissions in Certain Circumstances. Notwithstanding the
foregoing, no commission shall be payable to the Representative under
any of the following circumstances:
(i)
if prohibited under applicable government law, regulation,
or policy;
(ii)
if the Representative did not directly facilitate the sale of
the Products to a customer;
(iii)
on any sale to customers that are directly or indirectly
owned by or under common ownership with the
Representative;
(iv)
on any sales outside of the Territory, unless otherwise
agreed in writing by the Company;
(v)
on any sales to Existing Customers, unless otherwise
agreed in writing by the Company; or
(vi)
on any sale of Products to a customer occurring after the
expiration or termination of the Term (or any extension of
the Term) unless:
a. the sale takes place within ________ (___) days
after the termination or expiration of this
Agreement; and
b. the sale is the direct result of the Representative’s
sales efforts before such termination or expiration.
(e) No Other Compensation. The compensation set out above shall be the
Representative’s sole compensation under this Agreement.
(f) Expenses. Any expenses incurred by the Representative in the
performance of this Agreement shall be the Representative’s sole
responsibility.
(g) Taxes. The Representative is solely responsible for payment of all income,
social security, employment-related, or other taxes incurred as a result of
the performance of services by the Representative under this Agreement
and for all obligations, reports, and timely notifications relating to such
taxes. The Company shall have no obligation to pay or withhold any sums
for such taxes.
8. NO CONFLICT OF INTEREST.
Non-Exclusive Sales Representative Agreement
4
The Representative hereby warrants to the Company that it does not currently represent
or promote any lines or products that compete with the Products. During the Term (as
defined below), the Representative shall not represent, promote, or otherwise try to sell in
the Territory any lines or products that, in the Company’s judgment, compete with the
Products. The Representative shall provide the Company with a list of the companies and
the products that it currently represents, and shall notify the Company in writing of any
new companies or products at such time as its promotion of those new companies and
products commences.
9. REPRESENTATIVE’S REPRESENTATIONS AND WARRANTIES.
The Representative agrees to:
(a) devote such time, energy, and skill on a regular and consistent basis as is
necessary to sell and promote the sale of the Company’s Products and
services in the Territory during the Term of this Agreement;
(b) assist in finalizing agreements and purchase orders with each customer, in
form and substance satisfactory to the Company, for such customer’s
purchase of the Products;
(c) accurately represent and state Company policies to all potential and
present customers;
(d) promptly inform the Company of all sales and orders;
(e) inform the Company if the Representative intends to advertise the
Products outside of the Territory or solicit sales from customers located
outside of the Territory;
(f) maintain contact with the Company via telephone, e-mail, or other agreed
on means of communication with reasonable frequency to discuss sales
activity within the Territory;
(g) disclose any problems concerning customers (including Existing
Customers) to the Company; and
(h) perform such other sales-related services with respect to the customers as
the Company may reasonably require.
10. COMPANY’S REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants as follows:
Non-Exclusive Sales Representative Agreement
5

Download Non-exclusive Sales Representative Agreement Template

102 times
Rate
4.4(4.4 / 5) 7 votes
ADVERTISEMENT