Sales Agency Agreement with Exclusive Territory and Commission Schedule
Agreement made on the (date), between (Name of Salesperson) of (street
address, city, state, zip code), referred to herein as Salesperson, and (Name of
Principal), a corporation organized and existing under the laws of the state of
______________, with its Principal office located at (street address, city, state, zip
code), referred to herein as Principal.
1. Appointment of Salesperson
Principal appoints Salesperson as Principal's exclusive agent within the territory
described in this Agreement, on the terms and conditions set forth in this Agreement, for
the solicitation and acceptance of orders for Principal's described products.
2. Exclusive Sales Territory
The exclusive sales territory referred to in this Agreement is described as follows:
(description of territory).
3. Salesperson’s Right to Solicit and Take Orders
Salesperson shall have the exclusive right to solicit and take orders in the
territory for all (type of products) manufactured or distributed by Principal.
4. Prices and Terms of Orders; Confirmation
A. Salesperson shall solicit and take orders, within the territory, for such
products at the prices specified by Principal from time to time in Principal's price
lists or special quotations, and on the standard terms and conditions of quotation
or sale specified by Principal.
B. All orders solicited and taken by Salesperson shall be subject to
acceptance and confirmation in writing by an authorized representative of
Principal. Decisions regarding a customer's credit, and all matters relating to
billings and shipments to customers, shall be made only by Principal.
Salesperson, on request, shall assist Principal in obtaining credit information
relating to customers or prospective customers. All quotations for sales made by
Salesperson to customers, or prospective customers, must be made expressly
subject to the approval and confirmation of Principal. Quotations for sales are not
final until such approval is given in writing by Principal if not otherwise provided.
5. Principal’s Acceptance of Orders
A. Principal reserves the right in its sole discretion to decline to accept any
order solicited or taken by Salesperson and to discontinue sale of any item of
products or to allocate such products during periods of shortages, without
incurring any liability to Salesperson for the payment of commissions.
B. Principal may cancel any order, either in whole or in part, without liability
to Salesperson, at any time after acceptance by Principal. Delivery dates by
Principal shall be approximate only.
6. Commission on Sales
A. Unless specifically agreed otherwise, Principal will pay, and Salesperson
shall be deemed to have earned, as commission on all uncancelled customer's
orders received from territory, amounts equal to the following percentages of the
net selling price of products that are sold within the territory by Salesperson:
$ Sales % Commission
B. The term net selling price is defined as the gross amount of invoices
rendered to customers, less deductions for state, federal and local taxes, freight
allowances, trade or cash discounts, returns, refunds and any and all costs
incurred in the prosecution or defense of any claims or actions relating to the
products or their sale.
C. Unless otherwise specified, if any orders are solicited and taken by
Principal directly from customers in the territory, Salesperson shall be entitled to
a commission on the sale in the same manner as if Salesperson had solicited
and taken the order.
7. Tabulation of Commission Rates
Salesperson agrees that a commission shall not be credited to Salesperson's
account on Principal's books until the purchaser has made settlement in full in cash or
acceptable notes, in which case Principal may withhold payment of the commission,
wholly or in part, until such notes are paid.
8. Time of Payment of Commission
All commissions due Salesperson shall be payable by Principal on or before the
_____ day of the month for sales credited to Salesperson the previous month.
9. Sales Outside Territory
If Principal receives an order from Salesperson originating outside the territory
specified, by which order shipments of products are made by Principal into such
territory, Principal shall have the sole right to determine whether, on any such order, any
commission shall be due and payable to Salesperson and the amount of the
commission. The decision of Principal in such cases shall be final and without recourse.
10. Devotion of Time and Skill
A. Salesperson agrees to use Salesperson's best efforts to promote the sale
and use of, and to solicit and secure orders for, the products of Principal within
B. Salesperson shall respect Principal's policy as regards the sale of
Principal's products. Salesperson shall be furnished with sales literature and
technical data by Principal, in reasonable quantities and without charge.
C. The parties agree that Salesperson shall not become interested, directly
or indirectly, in the sale of any product that would compete with the products
of Principal, included in this Agreement, or that would conflict with the best
interests of Principal.
11. Expenses and Disbursements
Salesperson agrees to assume all expenses incurred and all disbursements
made as sales representative of Principal's products within the territory. Salesperson
shall not incur any liability for such expenses and disbursements for the account of
Principal, and shall indemnify Principal in relation to such expenses and disbursements.
Salesperson shall be solely responsible for the hiring, compensation, termination
and all other matters relating to any persons, firms, companies or corporations
employed by Salesperson for any reason whatsoever, and shall indemnify Principal
against any injuries, actions or proceedings, arising from the employment of such
persons or business entities.