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Sales Agent Agreement by PrestigeLegalDoc

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A sales agent agreement is an agreement between a principal, who entity requiring services, and an agent who agrees to represent the principal or its product(s). Such an agreement engages the agent to be an exclusive or non exclusive sales representative of the principal. It specifies that agent shall be paid in the form of commission for selling the principal’s product, for acting on behalf of the Principal and/or for performing sales functions stipulated in the agreement.

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									Sales Agent Agreement

SALES AGENT AGREEMENT
THIS SALES AGENT 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 “Agent”).

RECITALS

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 (“Customer”) 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 follows:

1.

DEFINITIONS.

The below-listed terms shall be defined for purposes of this Agreement as follows: 1.1. The term "Product(s)" initially shall mean those products listed in Schedule A attached hereto and any such additional products that Company may manufacture or sell. Products may be changed, discontinued, or added by mutual agreement of the Parties. . 1.2. The term "Territory" shall mean the geographical area set forth in Schedule A attached hereto.

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1.3. The term “Customer” shall mean a current or potential buyer or user of the Company Products in the Territory. 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 entity.

2.

APPOINTMENT AND AUTHORITY OF AGENT.

2.1. Appointment. The Company hereby engages Agent as its non-exclusive independent contractor sales agent in the Territory so as to 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: (i) to make any commitment or incur any obligations on behalf of Company; or (ii) to collect any monies or to give receipts on behalf of Company. Company reserves the right, on prior written notice to the 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 attached hereto. 2.2. Exclusivity. The Company hereby appoints Agent to solicit orders in the Territory on behalf of the 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 the notice to Agent at that time. In its sole discretion and at any time, the Company may appoint one or more additional sales Agents in the Territory and may also assign some or all of the 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 the Customers within the Territory that are set forth in Schedule A, Territorial Limitation. 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.

COMMISSION.

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3.1. Sole Compensation. Company shall pay to Agent as compensation, percentage commission (“Commission”) paid on Net Sales of for Products shipped into the Territory on all Customer orders solicited by Agent and in accordance with Schedule B attached to this Agreement. “Net Sales” shall mean the amounts actually received by Company from Customers less: (i) freight, packaging, handling or other shipment expenses; (ii) sales, use, value-added, excise and other taxes; (iii) C.O.D. charges; (iv) insurance; (v) customs duties and other governmental charges; (vi) cash or trade discounts,; (vii) Product returns or credits; (viii) bad debt; and (ix) other similar costs and expenses incurred by Company. 3.2. Disputes. Company has final authority to resolve disputes regarding Commissions. If Agent has questions about Agent’s Commission payment, Agent shall send, within thirty (30) days from the date Company sends the Commission payment to Agent, to Company a notice containing all of the following information: (i) Agent’s name and address; (ii) the check number on the Commission payment; (iii) the period of time covered by the Commission payment; (iv) the names of Customer for which Commissions were earned; and (v) 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 thirty (30) day period. 3.3. Payment Terms. The Commission on a given purchase order will be due and payable net thirty (30) days after the end of the calendar quarter in which Company receives payment from the 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 any amounts previously paid to Agent. If such accounts are 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. 4.2. Acceptance. 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 3 of 16

Sales Agent Agreement

entry office and to the approval of Manufacturer’s 
								
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