A sales agent or manufacturer's representative generally describes independent sales agents who work on commission. The manufacturer does not pay a sales agent a salary, but pays a percentage of what the sales agent sells.
Sales Agency Agreement with Exclusive Territory and a Month-to-Month Term Sales Agency Agreement made (date), between (Name of Principal), a corporation organized and existing under the laws of (Name of State), with its principal office located at (street address, city, state, zip code), referred to herein the Principal, and (Name of Agent), of (street address, city, state, zip code), referred to herein the Sales Agent. Whereas, Principal engages in the business of manufacturing (describe Products), hereinafter referred to as the Products; and Whereas, Principal wishes to have Sales Agent act as the exclusive sales representative of the Principal for the sale of the Products of Principal in the territory defined below in this Agreement; Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: 1. Appointment of Sales Agent. Principal hereby appoints Sales Agent as Principal's exclusive agent within the territory described in Paragraph 2 of this Agreement, on the terms and conditions set forth in this Agreement, for the solicitation and acceptance of orders for Principal's Products as defined above. 2. Exclusive Sales Territory. The exclusive sales territory (the Territory) referred to in this Agreement is described as follows: (description of Territory). 3. Right of Sales Agent to Solicit and Take Orders. Sales Agent shall have the exclusive right to solicit and take orders in the Territory for the Products manufactured or distributed by Principal. 4. Prices and Terms of Orders; Confirmation. A. Sales Agent shall solicit and take orders, within the Territory, for such Products at the prices specified by Principal from time to time in Principal's price lists or special quotations, and on the standard terms and conditions of quotation or sale specified by Principal. B. All orders solicited and taken by Sales Agent shall be subject to acceptance and confirmation in writing by an authorized representative of Principal. Decisions regarding a customer's credit, and all matters relating to billings and shipments to customers, shall be made only by Principal. Sales Agent, on request, shall assist Principal in obtaining credit information relating to customers or prospective customers. All quotations for sales made by Sales Agent to customers, or prospective customers, must be made expressly subject to the approval and confirmation of Principal. Quotations for sales are not final until such approval is given in writing by Principal if not otherwise provided. 5. Acceptance of Orders by Principal. A. Principal reserves the right in its sole discretion to decline to accept any order solicited or taken by Sales Agent and to discontinue sale of any item of Products or to allocate such Products during periods of shortages, without incurring any liability to Sales Agent for the payment of commissions. B. Principal may cancel any order, either in whole or in part, without liability to Sales Agent, at any time after acceptance by Principal. Delivery dates by Principal shall be approximate only. 6. Commissions on Sales. A. Unless specifically agreed otherwise, Principal will pay, and Sales Agent shall be deemed to have earned, as commission on all uncancelled customer's orders received from Territory, amounts equal to the following percentages of the net selling price of Products that are sold within the Territory by Sales Agent: (commission schedule). B. The term net selling price is defined as the gross amount of invoices rendered to customers, less deductions for state, federal and local taxes, freight allowances, trade or cash discounts, returns, refunds and any and all costs incurred in the prosecution or defense of any claims or actions relating to the Products or their sale. C. Unless otherwise specified, if any orders are solicited and taken by Principal directly from customers in the Territory, Sales Agent shall be entitled to a commission on the sale in the same manner as if Sales Agent had solicited and taken the order. 7. Tabulation of Commission Rates. Sales Agent agrees that a commission shall not be credited to Sales Agent's account on Principal's books until the purchaser has made settlement in full in cash or acceptable notes, in which case Principal may withhold payment of the commission, wholly or in part, until such notes are paid. 8. Time of Payment of Commission. All commissions due Sales Agent shall be payable by Principal on or before the (date) for billings and invoices made between (date) and (date) for billings and invoices made between the (date) and (date), inclusive, of the preceding month. Principal shall send Sales Agent copies of all invoices covering sales of Products on which Sales Agent is entitled to a commission. 9. Refunds and Returns. If a customer does not pay any invoice due on the customer's account to Principal within (number) months after the due date, Sales Agent, on demand by Principal, shall refund all commissions paid on the unpaid balance of the account. However, if the unpaid balance is subsequently recovered by Principal, in whole or in part, the commission refunded shall be repaid (without interest) to Sales Agent in proportion to the extent of the balance recovered. The provisions of this Section shall survive any termination of this Agreement. 10. Sales Outside Territory. If Principal receives an order from Sales Agent originating outside the Territory specified, by which order shipments of Products are made by Principal into such Territory, Principal shall have the sole right to determine whether, on any such order, any commission shall be due and payable to Sales Agent and the amount of the commission. The decision of Principal in such cases shall be final and without recourse. 11. Devotion of Time and Skill. A. Sales Agent agrees to use his best efforts to promote the sale and use of, and to solicit and secure orders for, the Products of Principal within the Territory. B. Sales Agent shall respect Principal's policy as regards the sale of the Products of Principal. Sales Agent shall be furnished with sales literature and technical data by Principal, in reasonable quantities and without charge. C. The parties agree that Sales Agent shall not become interested, directly or indirectly, in the sale of any Products that would compete with the Products of Principal, included in this Agreement, or that would conflict with the best interests of Principal. 12. Expenses and Disbursements. Sales Agent agrees to assume all expenses incurred and all disbursements made as a sales representative of the Products of Principal within the Territory. Sales Agent shall not incur any liability for such expenses and disbursements for the account of Principal, and shall indemnify Principal i
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