CONTRACT OFFER TO INDEPENDENT SALES AGENT
[on company letterhead]
November 1, 2012
[name of sales rep]
Re: Independent Sales Contractor Position with [NAME OF EMPLOYER]
Please consider this letter our formal offer to contract you as an independent sales contractor for our
[insert location] office commencing [insert start date]. Your efforts will be directed to obtaining sales for the
products and services outlined in this letter in the territory noted below, and you will report to [insert
name of department head or other contact to whom sales rep will report].
You will be contracted as a non-exclusive sales contractor for the following products, services and
Product: All products and services as offered by [Name of Company] from time to
Territory: [set out the province(s) which comprise the territory] and such other jurisdictions
we may agree on in writing from time to time.
General Terms and All purchases, sales or other transactions shall be completed in the name of
Conditions of Sale: the Company and shall require prior approval and authorization. You will
not be entitled to accept any orders or contract the Company to complete the
sale of any products or services without our express approval. All order and
sales documentation shall be on such forms and pursuant to such procedures
as the Company may establish from time to time. The Company shall be
entitled to reject any orders or proposals as we see fit in our absolute
discretion, and are not obligated to accept any orders or proposals presented
to you or which you present to the Company. You shall not make any
product or service claims or offer any warranties, discounts or return policies
which have not been approved by the Company in writing, and you shall be
fully responsible to the Company and to our customers for any damages
suffered as a result of any breach by you of your obligations under this
Sales Quota: You acknowledge and agree that your targeted sales are as follows: [set out
sales quota(s) to be met]. Failure to achieve these results could lead to
termination of your engagement for default pursuant to the termination
provision set out below.
Sales Commission: In addition to any other compensation or benefits called for in this
agreement, you shall be paid commission on completed sales and projects
achieved through your efforts as follows: [set out commission details].
If more than one of our sales representatives or employees or combination of
them works on a sales transaction, the total commission payable to all such
persons shall be limited to the percentages set out above, and shall be split
among all such persons in such proportion as our President may determine
in his or her absolute discretion.
Commission shall only be paid upon receipt of the proceeds in question from
our customer, and shall be subject to bad debts, charge backs, returns and
In addition, we shall be entitled to offset any sums due or payable by the
Company to you against any sums you owe the Company for any reason
and at any time.
Draws: You shall have the option to a draw against commissions (“Draw”) of
$###.## per month on the ____ day of each month, to an aggregate
maximum of $###.## outstanding at any given time. All Draws shall be
deemed to be a debt owing from you to the Company and shall be offset
against any commissions to be paid by the Company to you from time to
time or against any other sums at any time and for any reason owing from
the Company to you. All Draws shall be refundable; if this Agreement is
terminated for any reason and at any time with a Draw balance still owing
which will not be covered by outstanding commissions then you will
immediately pay the deficiency balance to the Company.
Expenses: The Company shall pay or reimburse you for all reasonable and legitimate
sales, marketing, travel and entertainment expenses reasonably incurred by
you in the course of your engagement, provided such expenses are approved
in advance, comply with all our policies in that regard, and are in accordance
with any budget we may agree on from time to time. You shall provide
receipts and an explanation for all expenses for which you are claiming
reimbursement. In the event of any conflict as to the quantum or
appropriateness of any such expenses the decision of our President will be
final and binding.
You shall be fully responsible for paying all other expenses associated with
Other Compensation and Benefits Issues
In addition to the commissions and draws allowed for above, your other compensation and benefits will
include the following:
Base Consulting A base consulting fee of $###.## per_________ will be paid on the ___ of each
Car Allowance: You will also be entitled to claim car expenses of $###.## per _____, subject to
valid mileage claims being submitted and directly associated with your
engagement under this contract. The Company shall be entitled to terminate your
car allowance at any time on ninety (90) days prior written notice, which shall not
be considered termination.
Other: As an independent contractor, you shall not be entitled to participate in any other
benefits of any kind whatsoever.
[if appropriate - All payments made to you under this agreement shall be exclusive of GST or other
Value Added Tax / VAT taxes, which will be paid by the Company to you and remitted by you to the
Goods & Services relevant government authorities as required by law.]
Probation and Termination Issues
Probation: You will be on probation for ___ months commencing from the date you first
report to work. The Company may terminate your engagement at any time and for
any reason during or at the end of the probation period without having to provide
any reason, notice or payment in lieu of notice. If your engagement is not
terminated during or at the end of your probation period, your engagement will
still be subject to termination at any time for default or for convenience.
Termination for Either party may terminate this agreement at any time by virtue of the other’s
Default: default, provided the party terminating the agreement has first given seven (7)
days notice of the default complained of to the other party, a demand for
rectification of same and notice that the contract may be terminated if the default is
not rectified by the end of the notice period.
Termination for Either party may terminate this agreement at any time for convenience on __ days
Convenience: prior written notice to the other party.
Term: Notwithstanding the foregoing, this agreement will automatically terminate and
expire upon the earlier of:
a) [insert expiry date], unless we agree in writing to extend the term of this
b) either party ceasing to carry on business in the ordinary course; or
c) either party commencing bankruptcy, receivership or winding up
proceedings of any kind, or having such proceedings commenced against it.
Payments on Commissions will be paid on all sales booked prior to the effective date of
Termination: termination as and when such commissions become payable as set out above.
Independent Contractor Issues
You shall at all times be an independent contractor of [Name of Company], and shall in no way hold
yourself out to be an employee, partner or agent of the Company, and shall have no right or authority to
enter into any contracts on behalf of the Company or bind the Company in any manner whatsoever.
Notwithstanding the foregoing, you may use the designation “[insert designation]” on behalf of the
Company on business cards or correspondence containing our logo, name and address, provided that
you will not have any signing or other authority on behalf of the Company.
Subject to compliance with any restrictions set out in this agreement, you shall be entitled to engage in
any other business activities as you see fit.
You shall pay and remit any and all income taxes, pension plan contributions, employment insurance
premiums, worker’s compensation premiums, health taxes, sales taxes or other government