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 report which shall include a list
of all sales by the Representative, including the names of the customers, the Products purchased,
a forecast of orders to be placed for the next three (3) months, and such other information as the
Company may reasonably request from the Representative.
3.04 The Representative shall, throughout the term of this Agreement and for a period of not
less than ______ (___) years after the termination of this Agreement, maintain complete and
accurate books and records relating to the Representative’s performance of [his/her] obligations
under this Agreement, and the Representative hereby agrees that [he/she] will permit the
Company to review such books and records upon request.
3.05 The Representative acknowledges and agrees that [he/she] will not, at any time or times
throughout the duration of this Agreement, sell or distribute any products which are in direct
competition with the Company’s Products.
3.06 The Representative will be solely responsible for any facilities for [his/her] employees
and will be solely responsible for obtaining any and all necessary permits, licenses, and other
forms of clearance from governmental or regulatory agencies, if any, as may be necessary for the
conduct of its business operations in accordance with this Agreement.
3.07 The Representative shall bear the entire cost and expense of conducting its business in
accordance with the terms of this Agreement.
4.00 SALES MATERIAL
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4.01 The Company will provide to the Representative any and all marketing and technical
information concerning the Products, including samples of Products and catalogues.
4.02 The Company reserves the right, from time to time, in its sole discretion to modify the list
of the Products upon giving Representative ______ (___) days prior written notice as necessary.
5.00 INDEMNIFICATION BY REPRESENTATIVE
5.01 The Representative hereby agrees to indemnify and hold the Company harmless from and
against any and all claims, damages or lawsuits, including attorney fees, which may arise out of
the acts of the Representative, or [his/her] employees or agents.
6.01 The Company and the Representative acknowledge and agree that commissions due and
owing to the Representative by the Company shall be paid by the Company to the Representative
on or before the ____ (___) day of the month in which a customer’s invoice is paid.
6.02 In the event the Company fails to pay such commissions due and owing to the
Representative within the time frame set out in Article 6.01, interest shall accrue on such
commissions at the rate of _______ (____%) percent per month from the due date until such time
as the commission is paid by the Company.
6.03 The Company acknowledges and agrees that it shall provide a copy of all invoices sent to
customers to the Representative and each such invoice will include the amount of commission
due and payable to the Representative in respect of such invoice.
6.04 Upon payment of any commission due and owing to the Representative, the Company
shall provide to the Representative a commission statement which shall include the following:
(i) a running list of all commissions earned by the Representative within the last
_______ (____) day period; and
(ii) a list of any and all invoices for any commissions which have been paid by the
Company to the Representative during the _______ (___) day period.
7.01 The Representative agrees that he/she will forward customer orders for the Products to
the Company, or place corresponding purchase orders directly with the Company in the
Representative’s name for the same quantities as ordered by the customer. No agreement or
order that the Company receives from the Representative will be considered binding unless and
until accepted in writing by the Company.
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7.02 Any and all orders are subject to acceptance or rejection by an authorized officer of the
Company at its home office and to the approval of the Company’s credit department. The
Company will be responsible for all credit risks and collections.
7.03 If the Company notifies a customer of its acceptance or rejection of an order, a copy of
any written notification shall be provided to the Representative. The Company shall, by the
_____ (___) day of each and every month, provide the Representative with copies of all orders
received directly by the Company.
7.04 All sales shall be at prices and upon terms established by the Company, and the Company
reserves the right, in its sole discretion, to reject any agreement or order, and to establish or
change its prices, price lists, discount rates, license fees, terms and conditions of sale, license
terms, warranty, delivery and packaging charges, methods of payment and any other matters
relating to the sale or distribution of the Products, without obligation or liability to the
8.00 PRODUCT WARRANTY
8.01 Any and all warranties for the Products will come directly from the Company to the
8.02 Any and all Products returned by customers will be returned directly to the Company and
the Representative will have no right or authority to receive any returned Products.
9.00 TERM AND TERMINATION
9.01 This Agreement shall be effective on the Effective Date and shall continue until the___
day of ___________, 2_____ (the “Termination Date”).
9.02 This Agreement may be renewed for a period of ______ (___) years on the Termination
Date unless terminated by either party by written notice to the other at least 30 days prior to the
end of the initial term of this Agreement, or any renewal term.
9.03 This Agreement shall be terminated upon any one or more of the following:
(i) by mutual agreement between the Company and the Representative;
(ii) by either the Company or the Representative for cause in the event of any material
breach or material default by the other party that continues unremedied for a
period of _________ (___) days following written notice; or
(iii) in the event either the Company or the Representative files a petition in
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9.04 In the event this Agreement is terminated by either party for any reason whatsoever, the
Representative will be entitled to commissions on all eligible orders calling for shipment into the
Representative’s Territory which are dated or communicated to the Company prior to the
effective date of termination, regardless of when such orders are shipped.
9.05 Upon the termination of this Agreement, the Representative shall, within a reasonable
time thereafter, return to the Company all copies of any of the Company’s confidential
information in its possession or control and return to the Company any and all materials provided
by the Company.
10.01 The provisions of this Agreement shall survive the termination of this Agreement for a
period of _________ (_____) years.
11.00 LIMITATION ON LIABILITY
11.01 NEITHER THE COMPANY NOR THE REPRESENTATIVE WILL BE LIABLE TO
THE OTHER FOR DAMAGES OF ANY KIND ON ACCOUNT OF THE TERMINATION OF
THIS AGREEMENT IN ACCORDANCE WITH THIS SECTION. THE REPRESENTATIVE
WAIVES ANY AND ALL RIGHT [HE/SHE] MAY HAVE TO RECEIVE ANY
COMPENSATION OR INDEMNITY ON THE TERMINATION OF THIS AGREEMENT,
OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
12.00 GENERAL PROVISIONS
12.01 This Agreement and the schedules referred to herein constitute the entire agreement
between the parties and supersede all prior agreements, representations, warranties, statements,
promises, information, arrangements and understandings, whether oral or written, express or
implied, with respect to the subject matter hereof.
12.02 No modification, supplement, termination, waiver or amendment to this Agreement may
be made unless agreed to by the Company and the Representative in writing.
12.03 EACH PROVISION OF THIS AGREEMENT IS INTENDED TO BE
SEVERABLE. IF ANY PROVISION HEREOF IS ILLEGAL OR INVALID, SUCH
ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE VALIDITY OF THE
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12.04 THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES AND THEIR RESPECTIVE HEIRS,
ADMINISTRATORS, EXECUTORS, SUCCESSORS AND PERMITTED ASSIGNS.
NOTHING HEREIN, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON
ANY PERSON, OTHER THAN THE PARTIES AND THEIR RESPECTIVE HEIRS,
ADMINISTRATORS, EXECUTORS, SUCCESSORS AND PERMITTED ASSIGNS,
ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY
REASON OF THIS AGREEMENT.
12.05 NEITHER PARTY HERETO MAY ASSIGN ANY OR ALL OF ITS RIGHTS
AND OBLIGATIONS PROVIDED FOR OR REFERRED TO IN THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY.
12.06 ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER
MAY BE EFFECTIVELY GIVEN BY LETTER DELIVERED EITHER BY
PERSONAL DELIVERY, REGISTERED MAIL OR BY ELECTRONIC MEANS,
ADDRESSED TO THE RECIPIENT AS FOLLOWS:
in the case of the Company:
in the case of the Representative:
and, in each case, mailed by ordinary mail, postage prepaid, or delivered to that address; and, if
mailed, any such notice shall have been deemed to have been given on the fifth (5th) business day
following that on which the letter containing the notice was posted. If any notice is given by
electronic communication, such notice shall be deemed to be delivered on the day of transmittal
thereof if given during normal business hours of the recipient and on the next business day if given
after normal business hours. Any party may change its address for service from time to time by
notice given in accordance with the foregoing.
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12.07 Non-performance of either party shall be excused to the extent that performance is
rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other
reason where failure to perform is beyond the control and not caused by the negligence of the
12.08 The parties agree that any disputes or questions arising hereunder including the
construction or application of this Agreement shall be settled by arbitration in accordance with
the rules of the American Arbitration Association then in force, and that the arbitration hearing
shall be held in the city in which the principal office of the party requesting arbitration is located.
12.09 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ___________________ AND
SHALL BE TREATED, IN ALL RESPECTS, AS A _____________ CONTRACT.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the
day and year first written above.
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