This exclusive sales representative agreement is between
The Company is engaged in the marketing and sale of the Company products listed on Exhibit A (the "Products").
The Company wishes to engage the Representative as its independent exclusive sales representative of the Products in those territories identified on Exhibit B (collectively, the "Territory") and the Representative wishes to market and sell the Products as described in this agreement.
The parties therefore agree as follows:
1. ENGAGEMENT; SERVICES.
2. TERM AND TERMINATION.
3. COMPENSATION.
4. NATURE OF RELATIONSHIP.
The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority.
5. TERRITORY.
6. CUSTOMERS.
7. PRODUCTS.
8. RECORDS; AUDITS.
9. USE OF TRADEMARKS.
The Representative may use, reproduce, and distribute the Company's service marks, trademarks, and trade names (if any) (collectively, the "Company Marks") in connection with the performance of the Services. Any goodwill received from this use will accrue to the Company, which will remain the sole owner of the Company Marks. The Representative may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company's interest in the Company Marks. The Representative may not cause diminishment of value of the Company Marks through any act or representation. The Representative may not apply for, acquire, or claim any interest in any Company Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this agreement, the Representative will have no further right to use the Company Marks, unless the Company provides written approval for each such use.
10. WARRANTY.
The Company warrants to the Representative that the Products will be free from material defects in materials and workmanship and will operate substantially in conformance with the Company's documentation for a period of
11. CONFIDENTIAL INFORMATION.
12. CONFLICT OF INTEREST.
The Representative warrants to the Company that it does not currently represent or promote any lines or products that compete with the Products. During the Term, the Representative may not represent, promote, or otherwise try to sell in the Territory any lines or products that, in the Company's judgment, compete with the Products. The Representative shall provide the Company with a list of the companies and the products that it currently represents, and notify the Company in writing of any new companies or products when its promotion of those new companies and products begins.
13. OTHER ACTIVITIES.
During the Term, the Representative may engage in other independent contracting activities, except that the Representative may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Representative's obligations or the scope of Services to be rendered for the Company under this agreement.
14. RETURN OF PROPERTY.
Within
15. INDEMNIFICATION.
16. FORCE MAJEURE.
A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
17. GOVERNING LAW.
18. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
19. ASSIGNMENT AND DELEGATION.
20. COUNTERPARTS; ELECTRONIC SIGNATURES.
21. SEVERABILITY.
If any provision contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
22. NOTICES.
(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
23. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
24. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
25. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
26. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
27. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party's signature.
Date: _________________ |
By:__________________________________________ |
Name: Title: |
|
Date: _________________ |
By:__________________________________________ |
Name: |
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EXHIBIT A
PRODUCTS
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PRODUCT NAME |
1. |
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EXHIBIT B
EXISTING CUSTOMERS
1. |
How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.
Sales representatives are pivotal in any company's success and act as the company's public face. Thus, having the right individuals or organizations represent your company's products and services is crucial. The core values that a sales representative must align with while promoting a company's products and services are honesty, integrity, professionalism, customer focus, and teamwork.
As a sales representative, it is vital to have strong product knowledge and a compelling product promotion strategy to drive sales and revenue. These promotional efforts must align with the company's core values and brand identity to enhance the company's credibility and reputation.
An exclusive sales representative agreement outlines the company's expectations from an independent sales representative. These independent contractors can be individuals or organizations selling and promoting their products. The agreement details the territory, products, and commissions they'll receive.
Sales representatives play a significant role in representing the company to the people at a broader level. The reputation of the sales representative is reflected in the product's branding. Therefore, it is essential to entrust your product to the right representative. Before signing the agreement, both parties should clearly understand their roles and duties and ensure that the representative aligns with the product's nature.
It is recommended that each party be given adequate time to review the agreement thoroughly. This will help minimize the chances of any misunderstandings or disputes arising later regarding any of the terms or how they could impact the overall agreement.
It is important to review the laws in your state that regulate independent contractors. Many states have implemented measures to ensure workers are treated fairly and protected. For instance, under the Fair Labor Standards Act (FLSA), the US Department of Labor has imposed stricter requirements on employers hiring independent contractors. These requirements give contractors more control over their work and promote a better working environment.
Before finalizing any agreement, it is critical to determine whether it covers all the essential elements. Your agreement can include the necessary details such as:
It's essential to keep a copy of the agreement for your records. At the end of the term, both parties can review the provisions and decide whether to renew.
Having your agreement witnessed or notarized can assure you that all parties' signatures are valid and legally binding. It can also prevent potential disputes in the future and provide you with peace of mind.
If your agreement involves complex terms or significant risks, consider seeking the assistance of an attorney to draft a document that meets your specific requirements.
The provisions below will guide you through the terms of the agreement, section by section, to help you better understand the process.
This identifies the document as an exclusive sales representative agreement. Write the date the agreement will become effective (often when signed). In this section, mention the relevant details of the involved parties and, if applicable, what type of organization(s) they are (e.g., individual, corporation, partnership, or LLC).
Here, the parties express their intention to appoint the representative as a company representative.
This section designates the appointment of a company sales representative. It emphasizes that such an appointment is "exclusive" and restricts the company's "exclusive sales representative" responsibilities to specific territories and products.
This section of the agreement defines confidential information. It reminds all exclusive sales representatives that the information must be treated with the utmost confidentiality to avoid any unauthorized disclosure or breach of trust.
This section describes that the representative is not an employee or partner of the company who hired them. The relationship clause is crucial for various legal reasons, including insurance coverage requirements, liability, and taxes. The agreement emphasizes the importance of distinguishing between independent contractors and employees. It is a good practice to review the laws in your state regarding independent contractors to ensure compliance.
This section specifies the representative's exclusive sales region (the geographical area where the representative should focus their sales efforts, as they have exclusive sales rights in this region).
This section should specify the type of customer the representative should target.
This section explains that the company is responsible for setting the price and terms of any product the representative sells.
This section indicates that the commission percentage is the representative's only compensation. It is essential to list the following under this section:
This section outlines the duties and responsibilities of the representative as per the agreement.
This section describes the representative's commitment not to represent any other company or product that might compete with the company. The representative will furnish the company with a list of their existing clients and products and keep it updated as changes occur.
This section outlines the commitments made by the company as per the agreement.
It's recommended to start with an initial term of one year, with the option to renew further. This provides ample time for both parties to evaluate the relationship before committing to a long-term agreement.
This section explains that specific actions or events, such as written notice, material breach, or one party's entry into bankruptcy, will cause an earlier termination of the agreement.
This provision states that the sales representatives should return the property after the end of the agreement.
This section protects each party from the financial consequences of the other's illegal or harmful conduct.
This section states that the representative will not use the company's trademarks or trade names inappropriately or acquire a trademark like theirs. It also notes that the representative may not continue to use the company's trademarks or trade secrets after the agreement terminates.
This section explains each party's interests and obligations under the agreement. Each party can transfer the interests and obligations to the other party with only prior written consent.
This section states that the parties' rights and obligations will be passed on to successor organizations (if any) or organizations to which rights and obligations have been permissibly assigned.
This section explains that even if one party ignores or allows the other to break an obligation under the agreement, it doesn't mean that the party waives future rights to require the other party to fulfill those obligations.
This section provides instructions on how to send official or legal correspondence. Provide the mailing addresses for both the company and the representative.
In this section, the parties can choose which state's laws apply to the agreement. The company and the representative may be based in different states, and the applicable laws could differ, so it's crucial to mention the state's law that would apply to the agreement.
This clause signifies that each section of the agreement will be considered a part of the same agreement, regardless of where the parties sign it or how they communicate signatures (through electronic devices such as computers or fax machines). This provision applies when signing parties are located remotely, allowing business to be conducted efficiently without affecting the agreement's validity.
This section states that the agreement is protected as a whole, even if one of its parts is invalidated later. For example, if a state law prohibits choice-of-law clauses, only the section of the agreement relating to choice of law would be nullified, while the rest of the document would still be legally enforceable.
This section establishes and confirms the parties' mutual understanding that the document they execute represents a comprehensive and conclusive agreement regarding the matters under consideration.
This section explains that the headings at the beginning of each section are meant to organize the document. Any interpretation of the clauses shouldn't be based on the headings.
Here's the information you'll need to complete the agreement:
Hiring an independent sales representative could be the best option for a small start-up company. They are usually paid on commission, meaning you don't have to invest any upfront money or effort. You can grow together and reward them as the company grows.