This is an agreement between a manufacturer and a representative that agrees to
represent the manufacturer or its products on a nonexclusive basis. It specifies that the
representative shall be paid commission based on the number of units they sell.
Additionally, this agreement includes customizable exhibits that can provide the
particulars of the agreement and the products to be sold. This agreement can be used
by individuals or small businesses that want to engage the services of a sales agent to
represent the manufacturer on a nonexclusive basis.
SALES REPRESENTATIVE AGREEMENT
THIS SALES REPRESENTATIVE AGREEMENT (the “Agreement”) made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of Sales
Representative], ___________ [Instruction: Insert Address] (“Representative”), and
___________ [Instruction: Insert Name of Manufacturer], ___________ [Instruction: Insert
WHEREAS, Manufacturer manufactures Products, as such term is defined in Exhibit “A”,
attached hereto and incorporated herein, for sale in the field of ___________ [Instruction:
Insert Type of Industry];
WHEREAS, Representative has the facilities, personnel and know-how to provide assistance to
Manufacturer in selling the Products; and
WHEREAS, Manufacturer desires to engage Representative to act as Manufacturer’s non-
exclusive sales representative, in the Territory, as such term is defined in Exhibit “A”, subject to
the terms and conditions set forth herein, and Representative desires to accept said engagement.
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:
1. Engagement. Throughout the duration of the Term, as such term is defined in Exhibit “A”,
Representative shall serve as Manufacturer’s non-exclusive, independent contractor, sales
Representative, to perform Representative’s Services, as such term is defined in Exhibit “A”,
including, but not limited to selling Manufacturer’s Products, throughout the Territory.
2. Commission. Provided that: (A) Representative is not in breach or default of any of
Representative’s representations, warranties, covenants, acknowledgements, agreements or
obligations hereunder, and (B) the Term has not been terminated; Representative shall be paid a
commission of ___________ percent (___%) [Instruction: Insert Percentage] of the Net Sales
Price of Manufacturer’s Products sold by Representative in Territory, provided said Products are
sold and shipped during the Term of the Agreement. For purposes hereof, “Net Sales Price”
shall mean: the total price at which any particular order is invoiced to the applicable customer by
Manufacturer. Excluded from the Net Sales Price are shipping and mailing costs, duties, taxes
and related adjustments granted to the customer by Manufacturer as shown on the face of
3. Representations, Warranties, Indemnity and Limitation of Liability.
A. Representative represents and warrants that to Manufacturer that:
i. Representative is under no contractual or other restrictions or obligations which are
inconsistent with the execution of this Agreement, or which will interfere with Representative’s
performance of Representative’s Services;
ii. Representative will carry liability insurance (including malpractice insurance, if
warranted) relative to Representative’s Services performed for Manufacturer.
iii. The execution and performance of this Agreement will not violate any policies or
procedures of any other person or entity for which Representative performs services concurrently
with those performed herein;
iv. Representative will not make any warranties or representations concerning the
Products to any third party and Representative will not use or distribute any advertising materials
nor use any of Manufacturer’s trademarks in connection therewith, without Manufacturer’s prior
written consent; and
v. Representative’s Services shall be performed in a competent fashion in accordance
with applicable standards of the profession and all of Representative’s Services are subject to
final approval by a Representative of Manufacturer prior to payment. Representative shall
conduct Representative’s services with the highest amount of professionalism and integrity.
B. Representative hereby indemnifies and holds harmless Manufacturer, its subsidiaries, and
affiliates, and their officers and employees, from any damages, claims, liabilities, and costs
(including reasonable attorney’s fees), or losses of any kind or nature whatsoever which may in
any way arise fr