SALES REPRESENTATIVE AGREEMENT
THIS SALES REPRESENTATIVE 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 “Representative”).
WHEREAS, Company desires to appoint Representative as an independent sales
representative for Company‟s products in accordance with the terms set forth herein; and
WHEREAS, Representative desires to accept such appointment on a non-exclusive basis for
generating leads and, and solicitating orders of Company products from 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
The below-listed terms shall be defined for purposes of this Agreement as follows:
1.1. The term "Product(s)" shall mean only the products of Company, which are set forth in
Schedule A attached hereto. .
1.2. The term "Territory" shall mean the geographical area set forth in Schedule A attached
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
1.6. The term “Reserved Account” shall mean those accounts listed on Schedule B attached
hereto as augmented from time to time by Company pursuant to the provisions of Section 3.2
below which are designated as accounts to be supported by Company direct sales people.
2. APPOINTMENT AND AUTHORITY OF REPRESENTATIVE
2.1. Sales Representative Appointment. Subject to the terms and conditions herein ,
Company hereby appoints Representative as Company‟s nonexclusive sales representative solely
for the Products listed in Schedule A attached hereto and only in the Territory set forth in
Schedule A attached hereto, and Representative hereby accepts such appointment.
Representative‟s sole authority shall be to actively market, promote and solicit orders for the
Products in the Territory in accordance with the terms of this Agreement. Unless otherwise
consented in writing by Company, Representative 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 Representative to add to or to delete Products set forth in Schedule A.
Addition or deletion of Products will become effective immediately upon notice to
Representative or upon inclusion or deletion in the official Company price list as described in
Schedule A attached hereto.
2.2. Exclusivity. Representative‟s appointment shall not be exclusive. Company reserves the
right, from time to time during the Term (as herein below defined) to add to or delete from the
geographical area included in the Territory. Addition or deletion of Territory will become
effective with the notice to Representative at that time. Company may, at its sole discretion,
appoint one or more additional sales representatives in the Territory and may also assign some or
all of the Customers to one or more of its sales representatives in the Territory. Notwithstanding
the foregoing, (i) Company reserves the right to solicit orders directly from and sell directly to
the Customers within the Territory defined, (ii) Company may distribute Products in the
Territory through its authorized distributors as established by Company from time to time, in its
sole discretion, provided that Representative shall receive a Commission on such sales pursuant
to Section 3 below and Schedule C, and (iii) Company reserves the right under all intellectual
property rights to make, have made, develop, market, license, sell and distribute products other
than the Products in the Territory, either directly or indirectly, for any and all uses, and no right
title or interest is granted by Company to Representative relating to products other than the
2.3. Territorial Limitation. Representative shall neither advertise the Products outside the
Territory nor solicit orders from outside the Territory without the prior written consent of
Company. Representative shall promptly submit to Company, for Company‟s attention and
handling, the originals of all inquiries received by Representative from potential Customer
outside the Territory.
3.1. Sole Compensation. Representative‟s sole compensation under the terms of this
Agreement will be a commission computed in accordance with this Section 3 and Schedule C
(“Commission Schedule”) attached hereto. Commissions will be computed on Net Sales of the
Product. Company does not guarantee Representative any income, profits or success and
Representative certifies that no such representation has been made by Company. For purposes
of this Agreement, “Net Sales” shall mean (a) the amounts actually received by Company from
Customers, or (b) the amount actually received by such authorized distributors for the Product in
the case of resales by authorized Company distributors (in such cases the Commission shall
apply to the distributor‟s final cost of the Product only and not to the original sale by Company
to such authorized distributor), with respect to Sales of Products solicited by Representative in
the Territory, which Sales were made pursuant to purchase orders accepted by Company and for
which Company has received payment from customer, 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. Basis of Commission. The Commission will apply to all purchase orders solicited by
Representative from the Territory that have been accepted by Company and for which payment
has been received by Company. No Commissions will be paid on (i) purchase orders solicited
by Company within the Territory from the Reserved Accounts listed in Schedule B attached
hereto, or (ii) purchase orders received from outside the Territory (even if Representative
receives the initial inquiry from outside the Territory) unless otherwise agreed in writing by
3.3. Disputes. Company has final discretion to resolve disputes regarding Commissions. All
queries by Representative should be sent to Company, within thirty (30) days from the date
Company sends the Commission payment to Representative, in a notice containing all of the
3.4. Payment. Payment of Commissions shall be in U.S. Dollars and shall be subject to all
applicable governmental statutes, regulations and rulings, including the withholding of any taxes
required by law.
3.5. 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
3.6. Commission Charge-Back. Company may, in its sole discretion, set cash discounts,
make such allowan