This Exclusive Sales Representative Agreement is between a company that sells, manufactures, or distributes a product or service and a sales representative who will sell their product or service on a commission basis. This agreement provides that the representative shall exclusively sell the company's products or services. It sets forth the terms and conditions of the agreement including the duties of the sales representative, the rate of commission and indemnity provisions. This document contains numerous standard provisions and may be customized to address the specific needs of the parties. It should be used by companies located in New York when hiring a sales representative on an exclusive basis.
Docstoc Legal Agreements This Exclusive Sales Representative Agreement is between a company that sells, manufactures, or distributes a product or service and a sales representative who will sell their product or service on a commission basis. This agreement provides that the representative shall exclusively sell the company's products or services. It sets forth the terms and conditions of the agreement including the duties of the sales representative, the rate of commission and indemnity provisions. This document contains numerous standard provisions and may be customized to address the specific needs of the parties. It should be used by companies located in New York when hiring a sales representative on an exclusive basis. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. 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This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity. Entire document copyright © Docstoc®, Inc., 2010 - 2013. All Rights Reserved EXCLUSIVE SALES REPRESENTATIVE AGREEMENT THIS EXCLUSIVE SALES REPRESENTATIVE AGREEMENT (hereinafter “Agreement”) is effective as of _____ [Month] _____ [Date], 20_____, by and between ________________________ [Instruction: Insert the name of company/entity], a ________________________ [Instruction: Insert the type of entity] having its principal place of business at ________________________ [Instruction: Insert the address of company] (hereinafter “Company”) and ________________________ [Instruction: Insert the name of sales representative] with its principal office at _______________________________________________ [Instruction: Insert address of sales representative] (hereinafter “Representative”). WHEREAS, Company is engaged in developing, marketing and sale of certain materials, products and/or services; WHEREAS, Representative wishes to sell materials, products and/or services developed by the Company in exchange for a commission and other forms of compensation; WHEREAS, Company desires to appoint Representative and Representative agrees to act for Company as its exclusive sales representative; NOW THEREFORE, each of Company and Representative wish to enter into this Agreement on the terms and conditions set forth below: 1. REPRESENTATIVE AGREES TO THE FOLLOWING TERMS AND CONDITIONS: a. To represent and sell only those materials, products and/or services, developed by Company, in the geographic area as specified in Exhibit A hereunder; b. To accurately represent and disclose Company policies to all potential and present clients of Company; c. To promptly communicate to Company receipt of any orders placed by the clients with Representative; d. To notify the sales manager of the geographic area of any and all issues concerning Company’s clients within the said geographic area; e. To contact Company via telephone or electronic mail with reasonable frequency to discuss sales activity within the geographic area; f. To make no representations, warranties or commitments binding Company without Company's prior consent. Representative will execute no agreement on behalf of Company; g. Representative shall indemnify and hold Company harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of Representative or his agent or representatives. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 h. To give Company __________ (__) [thirty (30)] days notice should Representative desire to terminate this Agreement and to promptly return all sales materials, products and/or services, literature and samples provided by Company to Representative. 2. COMPANY AGREES TO THE FOLLOWING TERMS AND CONDITIONS: a. To pay commission to Representative in the following manner: i. ________________ % of all prepaid sales; and ii. ________________ % of all credit sales; [Instruction: Insert the commission to be paid to the Representative] provided that, commissions paid on refunds to clients shall be deducted from future commissions to be paid to Representative by Company; b. To provide Representative with reasonable quantities of business cards, brochures, catalogs, marketing literature and any product samples required for sales purposes; c. To set minimum quotas after consultation with Representative; d. Company shall indemnify and hold Representative harmless of and from any and all liability attributable solely to the negligent, intentional or other acts of Company, its employees, agents or representatives; e. To give Representative __________ (__) [◊ thirty (30)] days notice should Company wish to terminate this Agreement; f. To pay commissions to Representative due on sales from clients procured by Representative for a period of __________ (__) [◊ six (6)] months even after this Agreement is terminated by either party. GENERAL TERMS AND CONDITIONS FOR BOTH PARTIES: a. Notices shall be sent to the following address: For Company: _____________________________________ _____________________________________ _____________________________________ _____________________________________ For Representative: _____________________________________ _____________________________________ _____________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 _____________________________________ b. This Agreement constitutes the entire agreement, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. c. To the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. d. The waiver by Company of a breach of any provision of this Agreement by Representative shall not operate as a waiver of any subsequent breach by Representative. No waiver shall be valid unless placed in writing and signed by an authorized officer of Company. e. If any provision, paragraph or subparagraph of this Agreement is adjudged by any lawful court to be void or unenforceable, in whole or in part, such adjudication shall not be deemed to affect the validity of the remainder of this Agreement. Any other provision and paragraph is declared to be separable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant. f. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of New York, without regard to conflicts of law principles. The Parties further agree and consent that venue of any action hereunder shall be exclusively in the county of ________________________ [Instruction: Insert the County] IN WITNESS WHEREOF, each of Company and Representative have executed this Agreement as of the date first above written. For Company: For Representative: ____________________________ ____________________________ [Signature] [Signature] ____________________________ ____________________________ [Print Name] [Print Name] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 Exhibit A List the geographic area to be covered by Representative © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5
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