This is an agreement between a principal or a company and an agent who agrees to
represent the principal or its products. This agreement engages the agent to be an
exclusive or nonexclusive sales representative of the principal. It specifies that the
agent shall be paid commission based on the number of units they sell. In addition, this
agreement limits the company's liability, provides a non-competition clause and a non-
solicitation clause. This agreement can be used by individuals or small businesses that
want to engage the services of a sales agent to represent the company.
SALES AGENT AGREEMENT
This Sales Agent Agreement (the “Agreement”), is hereby made and entered into this
_____ day of _________, 20__ (the “Effective Date”) by and between _________ (“Company”)
and _________________ (“Agent”).
WHEREAS, Company desires to appoint Agent as an independent sales Agent for
Company’s products in accordance with the terms set forth herein; and
WHEREAS, Agent desires to accept such an appointment on a non-exclusive basis for
generation of leads and solicitation of orders of Company products from customers
(“Customers”) in the territory specified below in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth in
this Agreement, the sufficiency of which is hereby acknowledged, the parties hereby agree as
The following terms shall have the following meanings as used in this Agreement, unless
the context indicates otherwise.
1.1. The term “Product(s)” initially shall mean those products listed in Schedule “A” attached
hereto and incorporated by reference herein, and any such additional Products that Company
may manufacture or sell. Products may be changed, discontinued, or added by a mutual
agreement of the Parties.
1.2. The term “Territory” shall mean the geographical area set forth in Schedule “A. “
1.3. The term “Customer” shall mean a current or potential buyer or user of the Products in
1.4. The term “Sale” shall mean the actual shipment of a Product by Company to a Customer,
and the issuing of an invoice by Company to such Customer for payment for such Product. The
acceptance or booking of a purchase order by Company shall not constitute a “Sale” hereunder.
Royalty payments resulting from the licensing of Company technology or Product(s) to a
Customer shall not be considered a “Sale.” Buy-resell Customer transactions shall not be
considered a “Sale.”
1.5. The term “Person” shall mean any individual, corporation, partnership or other legal
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2. APPOINTMENT AND AUTHORITY OF AGENT
Company hereby engages Agent as its non-exclusive independent contractor sales agent
in the Territory so as to actively market, promote, and solicit orders for the Products in the
Territory in accordance with the terms of this Agreement. Unless otherwise authorized by
Company in writing, Agent shall have no power or authority, express or implied: (a) to make any
commitment or incur any obligation on behalf of Company or (b) to collect any monies or to
give receipts on behalf of Company. Company reserves the right, on prior written notice to
Agent, to add to or to delete Products set forth in Schedule “A.” Addition of Products will
become effective immediately upon notice to Agent or upon inclusion in the official Company
price list as described in Schedule “A.”
Company hereby appoints Agent to solicit orders in the Territory on behalf of Company
only on a non exclusive basis. Company reserves the right, from time to time during the term of
this Agreement, to add to or delete from the geographical area included in the Territory.
Addition of Territory will become effective with notice to Agent at that time. In its sole
discretion and at any time, Company may appoint one or more additional sales agents in the
Territory and may also assign some or all of Customers to one or more of its sales agents in the
Territory. Notwithstanding the foregoing, Company reserves the right to solicit orders directly
from and sell directly to Customers within the Territory that are set forth in Schedule “A.”
Agent shall neither advertise the Products outside the Territory nor solicit purchase orders from
outside the Territory without the prior written consent of Company.
3.1. Sole Compensation
Company shall pay to Agent as compensation, a percentage commission
(“Commission”), paid on Net Sales of Products shipped into the Territory on all Customer orders
solicited by Agent and in accordance with Schedule “B” attached hereto. “Net Sales” shall mean
the amounts actually received by Company from Customers less: (a) freight, packaging, handling
or other shipment expenses; (b) sales, use, value-added, excise and other taxes; (c) C.O.D.
charges; (d) insurance; (e) customs duties and other governmental charges; (f) cash or trade
discounts; (g) Product returns or credits; (h) bad debt; and (i) other similar costs and expenses
incurred by Company.
Company has final authority to resolve disputes regarding Commissions. If Agent has
questions about Agent’s Commission payment, Agent shall send to Company, within ____ (__)
days from the date Company sends the Commission payment to Agent, a notice containing all of
the following information: (a) Agent’s name and address; (b) the check number on the
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Commission payment; (c) the period of time covered by the Commission payment; (d) the names
of Customer for which Commissions were earned; and (e) a description and explanation of the
alleged discrepancy. Company shall have no obligation to address any alleged discrepancy with
respect to any Commission payment not reported to Company within such ____ (__)-day period.
3.3. Payment Terms
The Commission on a given purchase order will be due and payable net
_______________ (__) days after the end of the calendar quarter in which Company receives
payment from Customer.
3.4. Commission Charge-Back
Company shall have the right, while this Agreement is in effect, to write off as bad debts
such overdue Customer accounts as it deems advisable after notifying Agent and providing
Agent the opportunity to attempt to induce payment. In each such case, Company may charge
back to Agent’s account only those amounts previously paid to Agent. If such accounts are later
paid at any time, Agent shall be entitled to the applicable commissions.
3.5. Monthly Statements
Company shall submit to Agent monthly statements of the Commissions due and payable
to Agent under the terms of this Agreement, with reference to the specific orders on invoices on
which the Commissions are being paid.
4. TERMS OF SALE OF THE PRODUCTS
4.1. Prices and Terms of Sale
All sales shall be at prices and upon written terms established by Company, and it shall
have the right, from time to time, to establish, change, alter, or amend prices and other terms and
conditions of sale. Agent shall not accept orders in Company’s name or make price quotations
or delivery promises without Company’s prior approval.
All orders are subject to acceptance or rejection by an authorized officer of Company at
its main office and to the approval of Company’s credit department. All orders are subject to
acceptance or rejection by an authorized officer of Manufacturer at its main order entry office
and to the approval of Manufacturer’s credit department. Company shall be responsible for all
credit risks and collections.
5. PRODUCT WARRANTY AND PRODUCT AVAILABILITY
5.1. The responsibility of warranties on Products solely lies with Company and Agent shall
have no authority to accept any returned Product. In no event shall Agent make any
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representation guarantee or warranty concerning the Products, except as expressly authorized in
writing by Company.
5.2. THE EXPRESS OBLIGATIONS MADE BY COMPANY IN THIS AGREEMENT ARE
IN LIEU OF AND TO THE EXCLUSION OF ANY OTHER WARRANTY, CONDITION,
TERM, OR UNDERTAKING OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, RELATING TO ANY PRODUCT SUPPLIED OR SERVICE PROVIDED
UNDER OR IN CONNECTION WITH THIS AGREEMENT AND COMPANY DISCLAIMS
ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE
WITH REGARD TO THE PRODUCTS AND ANY PART THEREOF.
6. PARTIES’ OBLIGATIONS
6.1. Agent shall, at its own expense, use its best efforts to maximize the sale of the Products
within the Territory including, without limitation, the use of advertising and direct solicitation.
6.2. Agent shall use its best efforts to promote the sale and distribution of the Products and to
provide adequate support, which efforts shall include the following:
6.2.1. Establishing and maintaining appropriate, attractive, and accessible premises and
facilities for the display and demonstration of Products;
6.2.2. Providing an adequate, trained sales and technical staff to promote the sale and support of
6.2.3. Undertaking promotional campaigns and canvas prospective users to stimulate the sales
6.3. Provide Company with forecasts every month of its probability requirements for the next
_____ (__) months for Products and accessories. Such forecasts to be in such manner and on
such forms to be specified by Company and agreed to by Agent.
6.4. Company shall, upon request, assist Agent on all advertising, sales promotion, and public
relations campaigns to be conducted, including providing Agent with documentation of previous
promotional campaigns conducted in connection with the Products, and shall provide necessary
technical information and assistance.
6.5. Company shall furnish training of Agent’s sales and technical agents at various times and
locations as shall be designated for this purpose by Company. Enrollment in training courses
shall be limited to a reasonable number of persons sufficiently qualified to take the courses.
Agent shall pay the salaries and all travel and lodging expenses and subsistence of its agents.
6.6. Agent shall provide itself with, and be solely responsible for, such facilities, employees,
business organization, permits, licenses, and other forms of clearance from governmental or
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regulatory agencies as are necessary for the conduct of its business operations in accordance with
6.7. Agent shall promptly notify Company of: (a) any changes in Agent’s status, organization,
personnel, and similar matters; (b) any material changes in the status of customers in the
Territory; and (c) any political, financial, legislative, or other events in the Territory that could
affect the mutual business interests of Agent and Company.
6.8. Agent shall inform Company within a reasonable period of time if Agent anticipates that
the sales volume of Products in the Territory will be significantly lower than the Product sales
volume Company could reasonably have expected based on prior Product sales in the Territory.
6.9. Agent shall, at all times, during the term of this Agreement: (a) represent Company in a
professional manner, (b) look after Company’s best interests, (c) not engage in any deceptive,
misleading, illegal, or unethical practices that may be detrimental to Company or the Products,
and (d) act dutifully and in good faith.
7. LIMITATION ON LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE TO AGENT OR TO ANY THIRD
PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS, OR
ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES,
LOSSES, COSTS, OR EXPENSES OF ANY KIND, HOWEVER CAUSED, AND WHETHER
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY
OF LIABILITY REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS, OR EXPENSES. IN NO EVENT
SHALL COMPANY’S AGGREGATE LIABILITY UNDER OR RELATED TO THIS
AGREEMENT EXCEED THE AGGREGATE AMOUNT OF COMMISSIONS ACTUALLY
PAID TO AGENT PURSUANT TO THIS AGREEMENT. THE FOREGOING LIMITATIONS
WILL APPLY NOTWITHSTANDING THE FAILURE OR ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY HEREIN.
8. NON COMPETITION
Agent hereby agrees that during the course of this Agreement and for a period of
____________ (___) years immediately following the expiration or termination of this
Agreement for any reason, whether with or without good cause or for any or no cause, at the
option either of Company or Agent, with or without notice, Agent will not compete with
Company and/or its successors and assigns, directly or indirectly, by being a part of a company
or entity that is in direct competition with Company, without the prior written consent of
Agent agrees that during the term of this Agreement and for _____________ (__) years
thereafter, Agent shall not directly or indirectly, on its own or on the behalf of any other Person
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or entity, solicit, contract with or hire or attempt to solicit, contract or hire any sales agent,
employee, customer, supplier, or vendor of Company or terminate or alter such Person’s business
or contractual relationship with Company.
10. STATUS AS INDEPENDENT CONTRACTOR
Agent agrees that all services will be rendered by him/her as an independent contractor
and that this Agreement does not create an employer-employee relationship between Agent and
Company. Agent shall have no right to receive any employee benefits including, but not limited
to, health and accident insurance, life insurance, sick leave and/or vacation. Agent agrees to pay
all taxes, including self-employment taxes, in respect of the Commission and to indemnify
Company in the event Company is required to pay any such taxes on behalf of Agent.
Company and its licensors shall have and retain all right, title, and interest in and to all
patents, copyrights, trade names, trademarks, trade secrets, moral rights, and all other intellectual
property in the Products and all other intellectual property of Company. Except as expressly
stated, nothing in this Agreement shall be construed as a license, whether express or implied of
any Company intellectual property to Agent.
12.1. Confidential Information
Agent acknowledges that during the engagement contemplated herein, Agent will have
access to and become familiar with various proprietary systems, innovations, processes,
information, records and specifications (the “Confidential Information”) owned or licensed by
Company and/or used by Company in connection with the operation of its business including,
without limitation, all information relating to the business, plans and/or technology of Company
including, but not limited to, technical information including inventions, methods, plans,
processes, specifications, characteristics, raw data, equipment design, know-how, experience,
and trade secrets; developmental, marketing, sales, customer, supplier, and consulting
relationship information; operating, performance, and cost information; computer programming
techniques, whether in tangible or intangible form; and all record bearing media containing or
disclosing the foregoing information and techniques including, written business plans, patents
and patent applications, grant applications, notes, and memoranda, whether in writing or
presented, stored or maintained in or by electronic, magnetic, or other means.
12.2. Company’s Property
All files, records, documents, information, letters, notes, media lists, original, notebooks,
and similar items relating to the business of Company, whether prepared by Agent or otherwise
coming into his or her possession, shall remain the exclusive property of Company. Agent shall
not retain any copies of the foregoing without Company’s prior written permission.
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12.3. Return of Confidential Information
Upon the expiration or earlier termination of this Agreement, or whenever requested by
Company, Agent shall immediately deliver to Company all such files, records, documents,
specifications, information, and other items in his or her possession or under his or her control.
Agent agrees that he or she will not disclose any of the aforesaid, directly or indirectly, or
use any of them in any manner, either during the term of this Agreement or at any time
thereafter, except as required in the course of this engagement with Company. Agent further
agrees that he or she will not disclose the terms of this Agreement including his or her
Commissions, duties, and/or obligations to any person or Client without the prior written consent
of Company and shall at all times preserve the confidential nature of his or her relationship to
Company and of the services hereunder.
Notwithstanding the foregoing, the term “Confidential Information” shall not include any
information that: (a) can be demonstrated to have been in the public domain or was publicly
known or available prior to the date of the disclosure to Agent; (b) can be demonstrated in
writing to have been rightfully in the possession of Agent prior to the disclosure of such
information to Agent by Company; (c) becomes part of the public domain or publicly known or
available by publication or otherwise, not due to any unauthorized act or omission on the part of
Agent; or (d) is supplied to Agent by a third party without binder of secrecy, so long as that such
third party has no obligation to Company or any of its affiliated companies to maintain such
information in confidence.
13. TRADEMARKS AND TRADE NAMES
During the term of this Agreement, Agent has been granted the non-exclusive right to use
and display the proprietary, trademark, patent, or copyright markings (“Company Trademarks”)
that Company may adopt from time to time to advertise and promote Company’s Products;
provided, however, that upon ____ (__) day’s prior written notice to Agent, Company may
substitute alternative marks for any or all of Company Trademarks and that such use of
Company Trademarks complies with Company’s guidelines regarding the use of same, which
guidelines are set forth in Schedule “C” attached hereto and incorporated herein by reference.
13.2. Restrictions on Use
Agent shall not alter or remove any Company Trademarks affixed to the Products.
Except as set forth in this Paragraph 13, nothing contained in this Agreement shall grant or shall
be deemed to grant to Agent any right, title, or interest in or to any Company Trademarks. All
uses and benefits of Company Trademarks will inure solely to Company, and Agent shall obtain
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no rights with respect to any Company Trademarks, other than the right to solicit orders for and
promote Products as set forth herein. Agent shall not use any Company Trademark, or any
similar mark, in Agent’s name or in any other manner use any Company Trademark to identify
Agent’s business. At no time during or after the term of this Agreement shall Agent attempt to
register any trademarks, marks, or trade names confusingly similar to those of Company.
Agent shall indemnify, defend, and hold harmless Company, its subsidiaries, affiliates,
and each of their shareholders, officers, agents, employees, contractors, and directors from and
against any claim, demand, liability, loss, cost, or expense, including but not limited to court
costs or attorney fees, asserted against or suffered or incurred by any of them directly or
indirectly, arising out of or in any way related to or connected with Agent’s (a) activities as an
Agent, including without limitation, any unauthorized representations made by Agent; (b) breach
of the terms of this Agreement; or (c) violation of or failure to comply with any applicable
federal, state, or local law or regulation.
15. TERM OF AGREEMENT
Unless terminated by the parties pursuant to Paragraph 16 herein and below, this
Agreement shall commence on the Effective Date and shall remain in full force and effect for an
initial term of ____ (__) months/years and shall automatically be extended for successive ___
(__) year periods unless either of the parties hereto gives the other written notice, not later than
___ (__) month(s) before the expiration of the term, indicating that party’s intention not to
extend this Agreement.
16.1. This Agreement shall terminate if either party gives notice of termination to the other
party at least _________ (__) days prior to termination
16.2. This Agreement shall terminate immediately upon written notice to that effect in any of
the following circumstances:
16.2.1 If either party fails to comply with the terms and conditions of this Agreement;
16.2.2 If either party ceases to be able to pay its debts in the ordinary course of its business or
enters into an arrangement with its creditors;
16.2.3 If either party goes into liquidation, either compulsory or voluntarily, or if a receiver is
appointed in respect of all or any of its assets;
16.2.4 If a resolution is passed or an order is made for the winding up of either party; or
16.2.5 If any event equivalent to the above occurs in any other jurisdiction to either party and
such event affects the other party.
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16.2.6 Company may, at its sole discretion, terminate this Agreement, should Agent display
poor performance, and shows more than _____ percent (__%) lower than the average yearly
16.2.7 Company may, at its sole discretion, terminate this Agreement, should Agent materially
breach any condition or obligation of this Agreement such as confidentiality, non competition,
non-solicitation, and/or any misrepresentation of any information that Agent may have provided
in this Agreement.
16.2.8 [Add other specific provisions about post termination commission if applicable]
17. EFFECT OF TERMINATION
17.1. Agent Activities
Upon expiration or termination of this Agreement, Agent shall immediately cease
representing itself as an Agent of Company, discontinue all use of Company Trademarks, service
marks, and marketing materials, and take all other actions reasonably required by Company.
17.2. Agent Claims
Upon termination or expiration of this Agreement, all claims of Agent against Company,
including without limitation those pertaining to the sales compensation hereunder, are hereby
waived unless made in writing to Company by Agent within ____ (___) days of when such
compensation would have been payable.
17.3. Rights of Company
Company shall have the right, after the expiration or termination of this Agreement, to
deal with and solicit orders from, any and all Persons, including Customers who dealt with or
placed orders through Agent, without any liability of any kind to Agent.
17.4. No Liability
COMPANY SHALL NOT, BY REASON OF THE EXPIRATION OR TERMINATION
OF THIS AGREEMENT, BE LIABLE TO AGENT FOR COMPENSATION,
INDEMNIFICATION, REIMBURSEMENT, OR DAMAGES ON ACCOUNT OF ANY LOSS
OF PROSPECTIVE PROFITS, ANTICIPATED SALES, OR GOODWILL OR ON ACCOUNT
OF EXPENDITURES, INVESTMENTS, OR COMMITMENTS MADE IN CONNECTION
WITH THIS AGREEMENT OR THE ANTICIPATION OF EXTENDED PERFORMANCE
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18. SURVIVAL OF CERTAIN TERMS
The provisions of Paragraphs 5, 8, 9, 11, 12, 13, and 17.4 shall survive the termination or
expiration of this Agreement for any reason. All other rights and obligations of the parties shall
cease upon the effective termination date of this Agreement.
19.1. Governing Law and Jurisdiction
The rights and obligations of the parties under this Agreement shall be governed by and
construed under the laws of the State of _____, without reference to conflict of laws principles.
In the event that any dispute between the parties arising from or concerning the subject
matter of this Agreement cannot be resolved through good faith negotiation, the parties will refer
the dispute(s) to the American Arbitration Association (“AAA”) for resolution through binding
arbitration by a single arbitrator pursuant to the AAA’s rules applicable to commercial disputes.
The arbitration will be held in the State of ______. Each party shall bear its own costs and
attorney fees associated with such arbitration. This Paragraph shall not prevent either party from
obtaining temporary injunctive relief by a court of competent jurisdiction pending resolution by
All notices required by the Agreement shall be made in writing and be served by letter or
fax. Notices to either party to this Agreement shall be served at their respective addresses, as set
forth on the signature page of this Agreement, or to such other addresses as either party may
have notified the other in writing. Notice shall be deemed to have been received as follows:
(a) In the case of delivery by hand, when delivered;
(b) In the case of pre-paid post, on the _____ (__) day following the day of posting;
(c) In the case of facsimile, upon acknowledgement by the recipient’s facsimile-
receiving equipment, provided that the facsimile is confirmed by post; and
(d) In the case of email, when delivered to the authorized email address.
19.4. Force Majeure
Nonperformance by either party shall be excused to the extent that performance is
rendered impossible by strike, fire, flood, delay in component supply, equipment failure,
governmental acts, orders, or restrictions, or any other reason where failure to perform is beyond
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the reasonable control and not caused by the negligence of the non-performing party. The non-
performing party must send a prompt written notice to the other party of any such happening.
19.5. Assignment and Binding Effect
A mutually-agreed consideration for Company’s entering into this Agreement is the
reputation, business standing, and goodwill already honored and enjoyed by Agent under its
present ownership, and, accordingly, Agent agrees that its rights and obligations under this
Agreement may not be transferred or assigned directly, indirectly, or by a change in control
without Company’s prior written consent. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors, and assigns.
No modification of, or amendment to, this Agreement, or any waiver of any rights under
this Agreement, shall be effective unless in writing signed by the party to be charged.
Furthermore, the waiver of any breach or default shall not constitute a waiver of any other right
hereunder or of any subsequent breach or default.
The invalidity or unenforceability of any provision of this Agreement, or any terms
hereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain
in full force and effect.
This Agreement may be executed in one (1) or more counterparts, each of which shall be
deemed an original.
19.9. Government Approvals
Agent hereby represents and warrants that no consent, approval, authorization,
designation, declaration, or filing with any governmental authority in the Territory is required in
connection with the valid execution, delivery, and performance of this Agreement.
19.10. Entire Agreement
This Agreement sets forth the entire agreement and understanding of the parties relating
to the subject matter hereof and merges all prior discussions between them. No modification of
or amendment to this Agreement, nor any waiver of any rights under this Agreement shall be
effective unless in writing signed by the party to be charged. The parties agree that the terms and
conditions of this Agreement shall prevail, notwithstanding contrary or additional terms in any
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized Agents to
execute this Agreement, effective as of the Effective Date first above written.
Printed Name Printed Name
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Products and Territory
Agent may solicit purchase orders for any products produced by Company and listed in the
official Company price list, which is revised from time to time.
Agent may solicit purchase orders only in the following territory:
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