This is an agreement between a principal and an agent whereby the agent is appointed
as an independent contractor on a non-exclusive basis to purchase products for the
principal in a defined territory. The agreement contains standard clauses as well as
customizable exhibits to ensure that the parties’ understandings are properly set forth.
Customizable exhibits include products and territories, reserved accounts, commission
schedules, and company marks. This document should be used by small businesses or
other entities that want to hire independent contractors on a non-exclusive basis to
purchase products or services on a commission basis.
NON EXCLUSIVE PURCHASING AGENCY AGREEMENT
THIS NON EXCLUSIVE PURCHASING AGENCY AGREEMENT (the “Agreement”), is
made and entered into this _____ day of _________, 200_ (“Effective Date”) by and between
_________, a _______ corporation, having its principal place of business at
____________________________ (the “Company”), and _________________ a ___________
corporation, having its principal place of business at
________________________________________ (the “Agency”).
WHEREAS, Company desires to appoint Agency as an independent Purchasing Agency for
procurement of products (“Products”) in accordance with the terms set forth herein; and
WHEREAS, Agency desires to accept such an appointment on a non-exclusive basis to procure
Products for Company in the territory specified below and in accordance with the terms set forth
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 below-listed terms shall be defined for purposes of this Agreement as follows:
1.1. The term "Product(s)" shall mean only the products of Company, which are identified in
Schedule A attached hereto.
1.2. The term "Territory" shall mean the geographical area set forth in Schedule B attached
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2. APPOINTMENT AND AUTHORITY OF AGENCY
2.1. Purchasing Agency Appointment. Subject to the terms and conditions of this
Agreement, Company hereby appoints Agency as Company’s nonexclusive Purchasing Agency
solely for the Products listed in Schedule A attached hereto and only in the Territory set forth in
Schedule B attached hereto, and Agency hereby accepts such appointment. Company reserves
the right, on prior written notice to the Agency to add to or to delete Products set forth in
Schedule A which will become effective immediately upon notice to Agency.
2.2. Exclusivity. The Company hereby appoints Agency to procure Products in the Territory
on behalf of the Company subject to the terms and conditions in this Agreement. Such
appointment shall not be exclusive. Company reserves the right, from time to time during the
Term (as herein below defined) to appoint similar agencies, without any liability or obligation to
the Agency, from the geographical area included in the Territory.
2.3 Independent Contractors. The relationship of Company and Agency established by this
Agreement is that of independent contractors, and nothing contained in this Agreement shall
be construed to give either party the power to direct or control the day-to-day activities of the
other. All financial and other obligations associated with Agency’s business are the sole
responsibility of Agency. Neither Agency nor any individual whose compensation for services is
paid for by Agency, is in any way employed by Company, nor shall any of them be deemed to be
employed by Company for any purpose. Agency accepts exclusive liability for any and all
payroll taxes or contributions according to the laws of the Territory with respect to sales agents
and/or other individuals whose compensation is paid by Agency.
2.3 Ownership. Company and its licensors shall have and reta