This is an agreement between a company and a representative whereby the
representative is appointed as an independent contractor on a non-exclusive basis to
sell the company's products or services in a defined territory. The agreement contains
standard clauses as well as customizable clauses to ensure that the parties'
understandings are properly set forth. Customizable clauses specify the products to be
sold, the territory covered, commission schedules, and the term of the agreement. This
document should be used by small businesses or other entities that want to hire sales
representatives to sell products or services on a commission basis.
NON-EXCLUSIVE SALES REPRESENTATIVE AGREEMENT
THIS NON-EXCLUSIVE SALES REPRESENTATIVE AGREEMENT (the
“Agreement”), is made this _____ day of ________________, 2_____ (the "Effective Date") by
and between _____________________ (the “Company”) and ___________________ (the
IN CONSIDERATION of the mutual promises contained herein, the Company and the
Representative hereby acknowledge and agree as follows:
1.01 Whenever used in this Agreement, except where the context indicates otherwise, the
following words and terms shall have the respective meanings.
(i) “Products” shall mean the items listed in Schedule “A” annexed hereto. The
Products may be changed, removed or added by the Company in its sole
discretion, provided that the Company provides __________________
(________) days’ prior written notice to the Representative.
(ii) “Territory” shall mean the geographical areas listed in Schedule “B” annexed
2.00 APPOINTMENT OF REPRESENTATIVE
2.01 Subject to Representative’s compliance with the terms and conditions of this Agreement,
the Company hereby appoints the Representative, and the Representative hereby accepts such
appointment, as an independent representative for the limited purposes of soliciting orders for
and promoting the sale of the Products, but only in the Territory.
2.02 The Company and the Representative acknowledge and agree that the Representative’s
status under this Agreement is that of an independent contractor, and at no time or times shall the
Representative be deemed an employee of the Company.
2.03 The Representative hereby agrees that he/she will not represent to any other party that the
Representative has any authority to bind the Company or to assume or create any obligations or
make any warranties on behalf of the Company, and shall not, at any time or times, enter into
any agreement on behalf of the Company regarding the Products.
2.04 The Representative acknowledges and agrees that the Company reserves right to solicit
orders directly from and sell directly to any customer and all distributors within the Territory and
appoint other sales representatives on a non-exclusive basis to sell the Products in the Territory.
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2.05 The Representative hereby agrees that the Company shall not be obligated to pay any
compensation to the Representative for orders solicited by the Company directly or by other
2.06 The Representative agrees that [he/she] shall not advertise the Company’s Products
outside of the Territory or solicit any orders from outside the Territory without the prior written
consent of the Company.
3.00 OBLIGATIONS OF REPRESENTATIVE
3.01 The Representative hereby covenants with the Company that [he/she] shall conduct all
business in respect to the Products of the Company in such a manner that reflects favorably at all
times on the Company and the Products and the good name, goodwill and reputation of the
3.02 The Representative shall not at any time make any false or misleading statements or
representations in respect to the Company or the Products, and shall not at any time provide any
representations, warranties or guarantees to the Company’s customers in respect to the Products.
3.03 The Representative hereby agrees that [he/she] will provide to the Company, within
______ (___) days of the end of each calendar quarter, a written r