VIEWS: 52 PAGES: 8 CATEGORY: Creating a Sales Agreement POSTED ON: 12/20/2011
This is an agreement between two parties where one party sells, distributes or advertises goods or services on the other party�s behalf. Upon the sale of the goods or services, the party whom sold, distributed or advertised the goods, receives a share of the profits based on a percentage. This particular agreement contains an indemnity clause whereby both parties agree to hold each other harmless for any act that results in liability. This document should be used by small businesses and other entities located in New Mexico who want to pay agents on a commission basis while protecting each other with an indemnity clause.
Docstoc Legal Agreements This is an agreement between two parties where one party sells, distributes or advertises s goods or services on the other party� behalf. Upon the sale of the goods or services, the party whom sold, distributed or advertised the goods, receives a share of the profits based on a percentage. This particular agreement contains an indemnity clause whereby both parties agree to hold each other harmless for any act that results in liability. This document should be used by small businesses and other entities located in New Mexico who want to pay agents on a commission basis while protecting each other with an indemnity clause. ® 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. They are for general guidance and should be modified by you o r your attorney to meet your specific needs and the laws of your state. Use at your own risk. 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All Rights Reserved COMMISSION AGREEMENT WITH INDEMNITY PROVISION THIS COMMISSION AGREEMENT (hereinafter called “Agreement”) is made as of ____ [Month] ____ [Date], 20____, by and between ______________________ [Instruction: Insert the name of company] (“Company”), with its principal offices at ___________________________________________ [Instruction: Insert the address of company], and ___________________ [Instruction: Insert the name of agent] (“Agent”), with its principal offices at _______________________________________________ [Instruction: Insert the address of agent], (hereinafter referred to as “Party”, or, collectively, as the “Parties”). WHEREAS, Company is engaged in the business of marketing and sale of certain products and/or services; and WHEREAS, Agent desires to sell Company's such products and/or services in accordance with the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the Parties hereto agree as follows: 1. Employment: [Instruction: Choose any one clause below] Company hereby appoints Agent as an authorized _________________, [Instruction: Choose the appropriate: exclusive or non- exclusive] independent representative to sell and promote, products and/or services provided by Company which are specified in Exhibit A (hereinafter referred to as “Services”), in the territories described in Exhibit A (hereinafter referred to as “Territory”). [Comment: Use this clause if you wish to appoint the Agent for selling and promoting specific goods.] Or The Company appoints the Agent as its _________________ [Instruction: Choose the appropriate exclusive or non- exclusive] independent representative for the following purposes: ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ __________________________________________________________________________. [Comment: Use this clause if you wish to appoint the Agent to perform some specific duties.] 2. Independent Contractor: This Agreement shall not render Agent an employee, partner, or joint venturer with Company for any purpose. Agent is and will remain an independent contractor in his or her relationship with Company. Company shall not be responsible for withholding taxes with respect to Agent's compensation hereunder. Agent shall have no claim against Company hereunder or otherwise for vacation pay, sick leave, retirement © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. 3. Commission: For Agent's services, the Company shall pay Agent the following commission percentage: _______ (___ %) [Instruction: Insert the commission percentage, e.g., six (◊ 6%)] of Agent's total sales. ___________________________________________________________________________ ___________________________________________________________________________ __________________________________________________________________________. [Instruction: Provide additional details if necessary.] 4. Reimbursement: [Instruction: Choose any one clause below] As part of the compensation to Agent, Agent shall also be reimbursed for the following expenses: ___________________________________________________________________________ [Instruction: Describe all expenses for which the Agent may be reimbursed.] Company shall not be obligated to reimburse Agent for any additional expenses incurred in the performance of services pursuant to this Agreement unless agreed in writing by Company in advance. OR Agent shall bear any and all costs or expenses incurred during the performance under this Agreement. 5. Terms and Termination: [Instruction: Choose any one clause below] [Comment: Under this clause both Parties can terminate this agreement] This Agreement may be terminated by the written agreement of both Parties. In the event that either Party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within ______ (__) [Instruction: Insert number of days, e.g., sixty (◊ 60)] days after receipt of written notice thereof, this Agreement shall terminate upon expiration of the ______ (__) [Instruction: Insert number of days, e.g., sixty (◊ 60)] days period. OR [Comment: Under this clause parties can terminate this agreement after the completion of the term of this agreement] This Agreement shall commence as of the effective date and shall continue in full force and effect for a period of _______ (___) [Instruction: Insert number of years, e.g., four (◊4)] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 years, and shall automatically renew for an additional _______ (___) [Instruction: Insert number of years, e.g., one (◊ 1)] year period, unless either Party provides written notice of non-renewal to the other party, not less than ______ (__) [Instruction: Insert number of days, e.g., sixty (◊ 60)] days prior to the expiration of term. 6. No Delegation: The rights and duties of Agent under this Agreement may not be assigned or delegated without prior written consent of Company. 7. Agreement Not to Compete: During the term hereof, Agent shall not, directly or indirectly, enter into, or in any manner take part in, any business, profession, or other endeavor, which competes with Company. Agent agrees that during the course of the Agreement and for a period of ___________ (___) [Instruction: Insert number of months, e.g., eighteen (◊ 18). Please note that valid and reasonable non-compete period varies from case to case basis however New Mexico Courts recognizes a period between one and two years] months immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option either Company or Agent, with or without notice, Agent will not compete with Company and its successors and assigns, without the prior written consent of Company. 8. Indemnity: a) Agent shall indemnify and hold Company, its affiliates, and their respective officers, directors, agents, and employees harmless of and from any and all claims or liability arising as a result of negligent, intentional, or other acts of Agent, its officers, directors, agents, and employees. b) Company shall indemnify and hold Agent, its officers, directors, agents, and employees harmless of and from any and all liability attributable solely to the negligent, intentional, or other acts of Company. 9. Warranty Against Prior Existing Restrictions: Agent represents and warrants to Company that he/she is not a party to any agreement containing a non-competition clause or other restriction with respect to: a) The services that Agent is required to perform hereunder. b) The use or disclosure of any information directly or indirectly relating to Company’s business, or the services Agent is required to render pursuant hereto. 10. Trade Secrets: Agent recognizes and acknowledges that it is essential to Company to protect the confidentiality of its trade information: a) With respect to Company’s special business techniques, analyses of the market, forms, software programs, list of patrons, and all other information regarding manufacture or distribution of products, Agent acknowledges that all of such information: i. Belongs to the Company. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 ii. Constitutes specialized and highly confidential information and is not generally known in the industry. iii. Constitutes trade secrets of Company. b) Agent thus agrees to act as a Trustee of such information and of any other confidential information that he/she acquires in connection with his or her association with Company. c) During the term hereof, and for three (◊3) [Instruction: Three years is a reasonable period under New Mexico precedents.] year thereafter, Agent shall not disclose such information to any person, firm, association, or other entity for any reason or purpose whatsoever, unless such information has already become common knowledge or unless Agent is required to disclose it by lawful judicial process. Agent shall immediately notify Company of any actual or suspected unauthorized use or disclosure of confidential information, and shall cooperate with Company in obtaining injunctive or other equitable relief and in any suit for damages. If Agent receives a subpoena or other legal process seeking disclosure of confidential information, Agent shall immediately notify Company and cooperate fully with Company in contesting such disclosure. 11. Notice: Any notice required or permitted under this Agreement or under state law shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows: If to Company: _____________________________________ _____________________________________ _____________________________________ _____________________________________ If to Agent: _____________________________________ _____________________________________ _____________________________________ _____________________________________ [Instruction: Insert addresses to be used to receive notice] Company and Agent shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 12. Electronic Notice: (Optional) [Comment: Keep this clause if you would like to accept notice through emails] Both the Parties hereby agree to send and accept notices mentioned under section 11 through electronic emails. Below are email addresses s provided by both Parties for the purpose of sending and receiving notices: Company email : _____________________________________ Agency email : _____________________________________ [Instruction: Insert email addresses to be used to receive notice] 13. Severability: 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. 14. Jurisdiction: The place of origin of this Agreement is the state of New Mexico, and it shall be governed in accordance with its laws. The lawful courts of the state of New Mexico shall be the forums for the resolution of any disputes arising hereunder. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement on ____ [Month] ____ [Date], 20____ [Year] For: COMPANY For: AGENT Signed:_______________________________ Signed:_________________________________ Name: Name: Title: Title: Date: Date: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 EXHIBIT A [Instruction: Insert a description of the service provided and the territory in which they will be provided] Services Territory © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7
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