VIEWS: 1,186 PAGES: 7 CATEGORY: Creating a Sales Agreement POSTED ON: 3/15/2010
A Commission Agreement is an agreement between two parties where one party sells, distributes or advertises goods or services on the other party's behalf. Upon the sale of the goods or services, the party whom sold, distributed or advertised the goods, receives a share of the profits based on a percentage. This document has many customizable clauses under "Exhibit A,", such as the type of goods or services to be sold, term, commission percentage, territory covered, and a non-competition clause. This document is ideal for small businesses or other entities who want to compensate their employees or agents on a commission basis.
Non-Exclusive Agent Commission Agreement This agreement is between a principal and an agent that is being contracted to sell the principal’s products on a non-exclusive, commission basis. For each successful sale, the agent will receive a commission percentage based on the price of the products sold. In addition, the agent is being hired on a non-exclusive basis, so both parties are free to work with others. This agreement is ideal for individuals or small businesses that want to provide or receive non-exclusive sales agent services. COMMISSION AGREEMENT THIS COMMISSION AGREEMENT (this “Agreement”) is made and entered into on this ________ day of ____________, ______ [Instruction: Insert Date] (the “Effective Date”) by and between ___________________ [Instruction: Insert Name of Principal] of _______________________ [Instruction: Insert Address] (“Principal”) and ____________________ [Instruction: Insert Name of Agent] of ______________ [Instruction: Insert Address] (“Agent”). In consideration of the mutual agreements and covenants herein contained, Principal and Agent hereby agree as follows: 1. ENGAGEMENT Principal hereby engages Agent as its non-exclusive independent contractor sales representative to perform Agent’s Services, as defined in the “Particulars of Agreement” document attached hereto as Exhibit “A” and incorporated herein by reference, including, but not limited to selling Principal’s Products (as defined in Exhibit “A”), throughout the Territory (as defined in Exhibit “A”), throughout the duration of the Term (as defined in Exhibit “A”). Agent hereby accepts such engagement based on the terms and conditions enumerated in this Agreement. 2. COMMISSION Provided that: (A) Agent is not in breach or default of any of its representations, warranties, covenants, acknowledgements, agreements, or obligations hereunder and (B) the Term has not been terminated, Agent shall be paid a Commission (as defined in Exhibit “A”), based upon the net sales of the Principal’s Products sold by Agent. 3. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION A. Agent represents and warrants that to Principal that: i. Agent is under no contractual or other restriction or obligation that is inconsistent with Agent’s execution of this Agreement or that will interfere with Agent’s performance of Agent’s Services. ii. Agent will carry liability insurance (including malpractice insurance, if warranted) relative to Agent’s Services performed for Principal. iii. The execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which Agent performs services concurrently with those performed herein. iv. Agent’s Services shall be performed in a competent fashion in accordance with applicable standards of the profession and all of Agent’s Services are © 2013 by Docstoc®, Inc. 2 subject to final approval by a representative of Principal prior to payment. Agent shall conduct Agent’s Services with the highest amount of professionalism and integrity. B. Agent hereby indemnifies and holds harmless Principal, its subsidiaries, and affiliates, and their officers and employees, from any damages, claims, liabilities, and costs (including reasonable attorney’s fees), or losses of any kind or nature whatsoever that may in any way arise from the Services performed by Agent hereunder, or any breach or alleged breach by Agent of this Agreement, including the acknowledgements and agreements set forth herein. 4. RESTRICTIVE COVENANTS A. Agent hereby agrees that, throughout the term of the Agreement and for a period of ____________ (___) [Instruction: Insert Duration] years thereafter, whether Agent’s termination hereunder was with or without good cause or for any or no cause, at the option either of Agent or Principal, with or without notice, Agent shall not sell, or in any way assist anyone else in selling, any products that directly compete with the Products of Principal within the Territory, without the prior written consent of Principal. B. Agent shall keep Principal’s business secrets, including but not limited to customer, supplier, logistical, financial, research, and development information, confidential and shall not disclose them to any third party without the prior written consent of Principal. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information that: (i) 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; (ii) can be demonstrated in writing to have been rightfully in the possession of Agent prior to the disclosure of such information to Agent by Principal; (iii) 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 (iv) is supplied to Agent by a third party without binder of secrecy, so long as that such third party has no obligation to the Principal or any of its affiliated companies to maintain such information in confidence. C. Agent agrees that any breach by Agent of this paragraph would cause irreparable damage to Principal, and, in the event of such breach, Principal shall have, in addition to any and all remedies at law, the right to an injunction, specific performance, or other equitable relief to prevent the violation or threatened violation of Agent’s obligations hereunder. 5. MISCELLANEOUS A. Agent agrees that Agent’s Services will be rendered by Agent as an independent contractor and that this Agreement does not create an employer-employee relationship between Agent and Principal. 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- © 2013 by Docstoc®, Inc. 3 employment taxes due in respect of the Commission and to indemnify Principal in the event Principal is required to pay any such taxes on behalf of Agent. B. Any waiver by Principal of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. All waivers by Principal must be in writing. C. This Agreement, along with the exhibit attached hereto, is an entire document and supersedes any and all other agreements, either oral or in writing, between the parties hereto. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, it will be severed from herefrom and the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. D. Principal shall have the right to assign its rights and obligations under this Agreement to a party that assumes Principal’s obligations hereunder. Agent shall not have the right to assign its rights or obligations under this Agreement without the prior written consent of Principal. This Agreement shall be binding upon and inure to the benefit of Agent’s heirs and legal representatives in the event of Agent’s death or disability. E. Headings and subheadings herein are for convenience only and shall not be deemed to be a part of this Agreement. F. This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto. G. All notices required by these conditions to be in writing may be served by letter or fax. Notices to a party shall be served upon that party’s address as set forth above or upon such other address of which such party provides notice in writing. H. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, together, shall be deemed a single agreement. I. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of __________ [Instruction: Insert State] applicable to contracts executed and wholly performed within such jurisdiction. The parties herein agree to submit to the personal jurisdiction and venue of federal and state courts located in ________ County [Instruction: Insert County], State of ______________ [Instruction: Insert State]. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. © 2013 by Docstoc®, Inc. 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. PRINCIPAL: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] AGENT: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] © 2013 by Docstoc®, Inc. 5 EXHIBIT “A” PARTICULARS OF AGREEMENT 1. Principal’s Products: ______________________________________ [Instruction: Insert Principal’s Products] 2. Agent’s Services: Agent shall devote its attention, energies, and best efforts, as an non-exclusive, independent contractor, sales representative for Principal and shall perform the following duties: A. Sell and promote the Principal’s Products throughout the Territory; B. Conduct Agent’s business in Agent’s own name and be solely responsible for all incidental expenses associated with selling Principal’s Products, without expense reimbursement or allowance from Principal, including, without limitation, expenses related to: advertising, telephone, travel, and entertainment cost; C. Perform all necessary paperwork in a timely manner related to the sale of Principal’s Products in Territory, including any and all order forms; D. Maintain and increase the goodwill and reputation of the Principal; E. Refuse to provide services to companies whose products are directly competitive with Principal’s Products without Principal’s prior written consent; and F. Perform such other and further duties as Principal may, from time to time, specifically assign to Agent. 3. Term: The term of this Agreement shall be effective upon the Effective Date and shall continue until terminated by either party, with or without cause, upon ____ (__) day’s written notice by one party to the other party. 4. Territory: ______________________________________ [Instruction: Insert Principal’s Territory] 5. Commission: ______________________________________ [Instruction: Insert Commission Schedule] © 2013 by Docstoc®, Inc. 6
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