Agreement with Sales Representative
Agreement made on the (date), between (Name of Sales Representative) of (street
address, city, county, state, zip code), referred to herein as Representative, and (Name of
Company), a corporation organized and existing under the laws of the state of ____________,
with its principal office located at (street address, city, county, state, zip code), referred to herein
Whereas, Company has offered to appoint Representative as an authorized sales
representative of (Name of Company) in accordance with the terms and conditions set forth in
this Agreement and for the term provided in this Agreement; and
Whereas, Representative has expressed his willingness to become an authorized sales
representative of (Name of Company) in accordance with the terms and conditions set forth in
Now, therefore, for and in consideration of the mutual covenants contained in this
agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
Company appoints Representative as an exclusive authorized Sales Representative of
(Name of Company) for the period and in accordance with the terms and conditions as provided
in this Agreement.
The products for which Representative is appointed exclusive sales representative are
limited to those products set forth in Exhibit A to this Agreement, which Exhibit is incorporated
into this Agreement and made a part of it by this reference, and which products are referred to
in this Agreement as the Products.
The territory in which Representative is appointed exclusive authorized sales
Representative for the Products shall be limited to that geographical area, or areas, defined and
described as follows: (description of geographical area). Such geographical area or areas are
referred to in this Agreement as the Territory.
During the term of this Agreement, Representative agrees that he will actively promote
the sale of Products throughout the Territory and to this end will:
A. Promote the sale of the Products through a sales program including personal and
mail solicitation of customers and prospective customers;
B. Regularly report to Company the status of sales and sales potential of the
Products within the Territory;
C. Provide prompt and continuing after sale service and customer liaison; and
D. Assure that sales aids such as brochures, drawings, product specifications, sales
literature, and other information as may be furnished to Representative by Company
from time to time, and which is defined by Company as being for the express purpose of
promoting sales, are distributed to customers and prospective customers on a timely
basis throughout the Territory.
Information furnished by Company to Representative with respect to the Products and
their application, installation, and repair that is designated by Company as confidential or
proprietary shall be held by Representative in confidence and used only for the purposes set
forth in this Agreement during the term of this Agreement. All such confidential and proprietary
information, including all copies of such information, and any other information not specifically
designated by Company for release to the public that may come into the possession of
Representative during the term of this Agreement, including all copies of such information, shall
be delivered to Company when requested to do so by Company without making or retaining
copies or excerpts of such information.
Representative agrees to be available at reasonable times and places for training on the
Products and their application. Such training shall be provided by Company to the extent
necessary to help Representative to fulfill his obligations under this Agreement.
The sole compensation to be paid by Company to Representative under this Agreement
shall consist of a commission on sales of the Products within the Territory, such commission to
be computed based upon the net invoice price of such sale of Products within the Territory. Net
invoice price is defined as that price actually invoiced to and paid by the customer, less any
sales, use or excise taxes, delivery charges or costs, and any discount as may be common in
the trade. Commissions due and payable shall be determined as provided below in this
A. Standard Company Products. Commissions payable with respect to any
invoice for the sale of Products within the Territory shall be determined in accordance
with the following schedule for sales at published list prices and as provided below for
sales at other than published list prices:
1. Sales at List Price. A commission equal to (percentage)% of the net
invoice price of Products sold within the Territory.
2. Sales at Other Than List Price. Commissions, if any, on the sale of
Products under negotiated Agreements or at other than list price shall be as
negotiated between Company and Representative.
3. Lease/Rental Agreements. Commissions, if any, on the lease or rental
of Products within the Territory shall be as negotiated between Company and
Representative. Any commission paid to Representative upon the lease or rental
of any product shall be refunded to Company by Representative when any such
lease or rental results in the sale of the product involved, and commission on the
sale of any such product shall then be computed and paid upon the net invoice
price actually paid by the customer.
4. Original Sale Territory. No commissions will be due or payable on the
sale of spare Products or spare parts for Products within the Territory where the
original sale of Products that such sales support occurred outside the Territory. If,
however, Company in its sole discretion determines that Representative has
been instrumental in securing such sale of spare Products, then a commission
for such sales shall be calculated and paid as provided in this Agreement.
Company's decision as to whether or not Representative is instrumental in such
sales shall be final.
B. Nonstandard Company Products. Sales of nonstandard Company Products
within the Territory shall not normally be subject to payment of commission. Where
Company and Representative have agreed in advance of any such sale that such sale
shall be commissionable, then the commission rate shall be as negotiated between
Company and Representative. For purposes of this Agreement, nonstandard Company
Products are defined as any product requiring formal program proposal and coordination
efforts, nonrecurring engineering design effort, qualification testing, special testing to
other than normal requirements, or any other effort that results in delivery of a product
that has been modified in any manner whatsoever.
C. Allocation of Commissions. Whenever the sale of Products within the Territory
has required the supporting efforts of other authorized sales Representatives outside the
Territory, or whenever any such sale requires the continuing service and support of other
authorized sales Representatives outside the Territory, or whenever one authorized
sales Representative succeeds another and is required to provide continuing service
and support for any such sale, then Company may in such manner as it shall determine
in its sole discretion, allocate commissions otherwise due Representative among one or
more other contributing authorized sales Representatives. Company's decision with
regard to the allocation of commissions shall be final.
D. Payment of Commission. Commissions shall be due and payable only upon
sales for which full and complete payment has been received from the customer.
Company will issue commission payments and/or commission statements to
Representative on a (e.g. quarterly or monthly) basis. Should any product be returned to
Company for credit, or should any sale of Products become subject to any reduction in
price, rebate, or allowance of any kind whatsoever, then Company may debit
Representative's account or charge back to Representative an amount proportionate to
such reduction in price, rebate, or allowance against commissions previously paid or
otherwise due. Whenever such adjustment in commissions paid results in a charge back
to Representative, then Representative shall promptly remit to Company an amount
equal to such charge back.
8. Representative’s Expenses
Representative agrees that he will be responsible for all costs and expenses that he
incurs in fulfilling his obligations under this Agreement, including, but not limited to, all salaries,
costs, and expenses of Representative and any employees he may employ.
9. Consignment of Products
Company may from time to time provide Representative with Products for demonstration
purposes in support of Representative's sales activities. Such Products shall be provided in
accordance with terms and conditions as provided below:
A. Consignment Purchase Order. Upon Agreement between Company and
Representative that consignment of Products is desirable and necessary,
Representative will issue a consignment purchase order that sets forth the following:
1. Model number and description of the Product to be consigned;
2. Sales price of the Product to be consigned;
3. The period for which the Product will be consigned; and
4. Shipping instructions.
B. Title. Legal title to Products consigned to Representative shall at all times, prior
to payment in full for the Products, remain in Company. Upon payment by
Representative or Representative's customer for Products consigned to Representative,
title shall pass from Company to Representative or Representative's customer as
appropriate. Representative shall not obliterate or remove any tags identifying consigned
Products as the property of Company.
C. Responsibility for Consigned Products. Products consigned to Representative
shall be the sole responsibility of Representative until returned to and received by
Company. Representative shall bear all risk of loss and/or damage for consigned
Products while in his possession and shall promptly advise Company of any loss or
damage suffered from any cause whatsoever.
1. If any consigned Product is irretr