Minnesota Non-Exclusive Sales Representative Agreement


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                             This Sales Representative Agreement is a legal contract between a company that sells,
                             manufactures, or distributes a product or service and a salesman who will sell their product
                             or service in exchange for commission. This agreement requires that the representative
                             sell the company� products, but not on an exclusive basis. It includes many customizable
                             features to fill in the pricing, delivery, and other information to suit the needs of the
                             contracting parties. As drafted, the company also agrees to provide the sales
                             representative with business cards and other marketing literature. This document can be
                             useful to a company located in Minnesota seeking to expand sales by using a sales

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your
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THIS    NON      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 the Representative and the Representative agrees to
act for the Company as its non exclusive sales Representative

NOW THEREFORE, each of Company and Representative wish to enter into this Agreement
on the terms and conditions set forth below:


a.   To represent and sell only those materials, products and/or services, developed by the
     Company, in the geographic area as specified in Exhibit A hereunder;

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b.        To accurately represent and disclose Company policies to all potential and present clients of
          the Company;

c.        To promptly communicate to the Company receipt of any orders placed by the clients with
          the 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 the Company via telephone or electronic mails with reasonable frequency to
          discuss sales activity within the geographic area;

f.        To make no representations, warranties or commitments binding the Company without the
          Company's prior consent. Representative will execute no agreement on behalf of the

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.

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 the Company to the Representative.,


a. To pay commission to Representative in the following manner:

     i.     ________________ % of all prepaid sales; and

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 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 the Company;

b. To provide the 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 the 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 the Company
    wish to terminate this Agreement;

f. To pay commissions to the 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.


a. Notices shall be sent to the following address:

    For Company:                       _____________________________________

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     For Representative:                 _____________________________________

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 the 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 adjunction 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 Minnesota, 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].

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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]

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