Exclusive Sales Representative Agreement


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									This is an agreement between a company and a sales representative who agrees to
exclusively represent the company or its products. This agreement engages the
representative to be an exclusive sales representative of the company, and the
representative is prohibited from working with any other company. It specifies that the
representative shall be paid on a commission basis, based on the number of units sold.
This agreement can be used by individuals or small businesses that want to engage the
exclusive services of a sales agent to represent the company.

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 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;
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;

© Copyright 2012 Docstoc Inc.                                                              2
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
     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.

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a. Notices shall be sent to the following address:
    For Company:                        _____________________________________




    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 ____________________, without regard to conflicts of law principles.

© Copyright 2012 Docstoc Inc.                                                           4
    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]

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                      List the geographic area to be covered by the Representative

© Copyright 2012 Docstoc Inc.                                                        6

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