This is an agreement between a principal and an agent wherein the agent is appointed as an independent contractor on a non- exclusive basis to sell products and services of the principal in a definite territory.
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”). RECITALS 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 follows: 1. DEFINITIONS: 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 hereto. 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 entity. 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 Products. 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. COMMISSION 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 Company. 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 following information: ______________________________________________________________________________ __________________________________________________________________ 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 the Customer. 3.6. Commission Charge-Back. Company may, in its sole discretion, set cash discounts, make such allowan
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