This is an agreement between a company and a representative that 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 commission based on the number of units they sell. 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.
EXCLUSIVE SALES REPRESENTATIVE AGREEMENT
This Exclusive Sales Representative Agreement (the “Agreement”) is effective as of ________
_____, 201__ [DATE], by and between _____________________ [COMPANY NAME]
(hereinafter “Company”), a ________________ _________________, and
__________________ [NAME OF SALES REPRESENTATIVE] (hereinafter
WHEREAS, Representative wishes to sell products, materials, and services, that are owned and
developed by Company, in exchange for a commission and other forms of compensation;
WHEREAS, Employer wishes to engage Representative in the capacity of an independent sales
representative, selling only Company’s products, materials, and services to the exclusion of all
NOW THEREFORE, each of Employer and Representative wish to enter into this Agreement
on the terms and conditions set forth below:
SALES REPRESENTATIVE AGREES TO THE FOLLOWING TERMS AND
A. To represent and sell only those products, materials, and services, owned and developed by
Company, in the geographic area known as ________________ [PROVIDE AREA
NAME AND/OR DESCRIPTION];
B. To accurately represent and disclose Company policies to all potential and present clients of
C. To promptly mail in orders to Company within 48 hours of receipt of any such order;
D. To notify the sales manager of the geographic region of any and all issues concerning
Company’s clients within the geographic sales territory;
E. To notify the sales manager of the geographic region if Representative represents, or intends
to represent, any other business firm that is a competitor of Company.
F. To contact Company via telephone or other approved method, with reasonable frequency, to
discuss sales activity within the geographic territory.
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G. To provide Company with ______ days notice should Representative desire to terminate this
Agreement and to promptly return all sales materials, literature, and samples provided by
Company the Representative, if either party terminates this Agreement.
COMPANY AGREES TO THE FOLLOWING TERMS AND CONDITIONS:
A. To pay commission to Representative in the following manner:
a) ________ [%] of all prepaid sales; and
b) ________ [%] of all credit sales; provided that,
Commissions paid on refunds to clients shall be deducted from future commissions paid to
Representative by Company;
B. To provide 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 Representative;
D. To give Representative ______ [NUMBER] days advance notice should Company wish to
terminate this Agreement;
E. To pay commissions to the Representative on sales from clients procured by Representative
for a period of ______ [NUMBER] months after this Agreement is terminated by either
GENERAL TERMS AND CONDITIONS FOR BOTH PARTIES:
A. Notices shall be sent to the following address:
To Company: _____________________
To 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.
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C. To the extent that any provision hereof is deemed unenforceable, it shall be severed from
this Agreement, and 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 Representative. No waiver shall
be valid unless placed in writing and signed by an authorized officer of Company.
[Instruction: Parties may wish to list a specific person or persons who have authority to
act, for purposes of the above clause. If so, the name(s) should be listed here, at the end
of the clause. Or, the job title(s) of such people might be listed here, instead of specific
names. Leaving the clause as it currently is, gives more flexibility to the company down
the road, but also allows Company to be bound by waivers given by any authorized
E. This Agreement shall be construed in accordance with, and governed in all respects by, the
laws of the State of _________ [STATE], without regard to conflicts of law principles. The
parties further agree and consent that venue of any action hereunder shall be exclusively in
the County of __________ [COUNTY WHERE PARTIES AGREE THAT MATTER
WOULD BE HEARD], State of ______.
IN WITNESS WHEREOF, each of Company and Representative has executed this Agreement
as of the date first above written.
PRINT NAME AND TITLE PRINT NAME
I have authority to act on behalf of Company.
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