[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-exclusive-sales-territory-agreement-D12828":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"EXCLUSIVE SALES TERRITORY AGREEMENT This Exclusive Sales Territory Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SELLER NAME] (the \"Agent\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Client was formed for the purpose of manufacturing [INSERT PRODUCT /SERVICE]; WHEREAS the Agent was formed for the purpose of selling and distributing [INSERT PRODUCT/SERVICE]; WHEREAS the Client is desirous of appointing the Agent to sell its [INSERT PRODUCT/SERVICE]; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto intending to be legally bound agree as follows: APPOINTMENT OF AGENT 1.1 The Client hereby agrees to appoint the Agent to assist it to sell its products on its behalf in an exclusive sales territory. The Agent warrants that it is not a party to any other current exclusive sales territory agreement and that all previous exclusive sales territory agreements entered into between the Agent and any other party have either been terminated or have expired and not been renewed. TERM 2.1 The term of this Agreement shall begin on the date of [SPECIFY] and shall continue through the date of [SPECIFY] unless otherwise terminated in accordance with this Agreement. PRODUCTS FOR SALE 3.1 The following products/services shall be sold by the Agent on behalf of the Client: [INSERT PRODUCT/S/SERVICES] PRICE OF PRODUCTS/SERVICES 4.1 The price of the products/services shall be determined/ appraised by the Client. SALES TARGETS 5.1 The Agent shall use reasonable commercial efforts to sell at least [INSERT AMOUNT] every month/year known as the monthly/annual target. ORDERS 6.1 All orders will be transmitted by the Client to the Agent and shall be subject to acceptance in writing by the Seller. All the expenses arising out of the change or cancellation of an order after acceptance by the Seller including the cost of diversion, cancellation or re-consignment of shipments, and any reasonable restocking charge, shall be paid by the Client to the Agent on demand. EXCLUSIVE SALES TERRITORY 7.1 The exclusive sales territory is designated as [INSERT PROVINCE/ STATE /TOWN /DISTRICT]. PROMOTION AND MARKETING 8.1 The Agent shall be responsible for carrying out sales promotions in the exclusive territory by means reasonably calculated to reach current and potential customers including radio and television shows and adverts, social media/internet, word of mouth and any other means available to it. RECORD KEEPING 9.1 The Agent shall keep records of all its sales in sufficient detail to enable the Client keep track of its business. NO THIRD-PARTY AGENTS 10.1 The Agent shall not sell the Client's products or services through third parties without the Client's prior written consent. 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Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":90,"description":6},"distribution agreement",[92,94],{"label":18,"url":93},"business-legal-agreements",{"label":18,"url":93},"/template/distribution-agreement-D12544",{"description":97,"descriptionCustom":6,"label":98,"pages":99,"size":100,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":105,"keywords":113,"url":114},"SALES REPRESENTATIVE AGREEMENT This Sales Representative Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SALES REPRESENTATIVE NAME] (the \"Sales Representative\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Sales Representative agrees to: Represent and sell the Company's products/services in the geographic area known as [Area name]. Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. ","Sales Representative Agreement","2",36,"https://templates.business-in-a-box.com/imgs/1000px/sales-representative-agreement-D556.png","https://templates.business-in-a-box.com/imgs/250px/556.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#556.xml",{"title":6,"description":6},[106,109,112],{"label":107,"url":108},"Human Resources","human-resources",{"label":110,"url":111},"Hire an Employee","hire-employee",{"label":18,"url":93},"sales representative agreement","/template/sales-representative-agreement-D556",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":127,"url":128},"RESELLER AGREEMENT This Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement","18",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[125,126],{"label":18,"url":93},{"label":18,"url":93},"reseller agreement","/template/reseller-agreement-D5202",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":9,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":141},"FRANCHISE AGREEMENT This Franchise Agreement (\"Agreement\") is made and effective this [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Franchisor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FRANCHISEE NAME] (the \"Franchisee\"), an individual with his main address located at OR a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Franchisor and certain of its Affiliates own, operate and franchise [DESCRIPTION] throughout [COUNTRY] which, among other things, rent, sell and market [PRODUCT/SERVICE] to the [GENERAL PUBLIC OR COPORATIONS OR GOVERNMENT]; and WHEREAS, Franchisor and certain of its Affiliates acquire, produce, license market and sell [PRODUCT/SERVICE]; and WHEREAS, Franchisee is willing to purchase on a per Location (the terms initially capitalized in this Agreement and not otherwise defined herein shall have the respective meanings set forth in Paragraph 18 of this Agreement) basis a specified number of [PRODUCT/SERVICE]; and WHEREAS, Franchisor is willing to provide various marketing, advertising and promotional services and activities in support of Franchisee; NOW, THEREFORE, based on the above premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows: AGREEMENT TERM The term of this Agreement shall be for the period (the \"Term\"), commencing as of the date of this Agreement. Each year of the Term, as measured from the date of this Agreement, is a \"Contract Year.\" TERRITORY The territory for purposes of this Agreement with respect to [PRODUCT/SERVICE] shall be [COUNTRY], their territories and possessions (the \"Territory\"), except with respect to those [PRODUCT/SERVICE] for which Franchisee has only [COUNTRY] Distribution Rights, in which case, the Territory with respect to such [PRODUCT/SERVICE] shall be limited to [COUNTRY] and, if and to the extent Franchisor owns or controls such rights, to territories and possessions of [COUNTRY]). REVENUE SHARING Franchisee shall remit to Franchisor [%] of the net profits of its business in the form of [ROYALTIES, ETC]. [DESCRIBE IN DETAILS REVENUE SHARING BETWEEN FRANCHISOR AND FRANCHISEE]. Distribution of profits shall be made on the [DAY] of [MONTHS]. FRANCHISOR COMMITMENTS Beginning as of the date of this Agreement for [NUMBER OF LOCATIONS] located in [COUNTRY] within [NUMBER] calendar months hereafter, and for Participating Franchises within [NUMBER] calendar months hereafter, Franchisee agrees as follows: 4.1 Purchasing The following purchasing requirements shall apply to all Locations and Participating Franchises A. [FRANCHISEE REQUIREMENT] B. [FRANCHISEE REQUIREMENT] C. [FRANCHISEE REQUIREMENT] 4.2 Missing Products For each [PRODUCT TYPE] that is lost, stolen or otherwise not reasonably accounted for, for more than [SPECIFY] calendar days during the period commencing upon delivery to Franchisor's distribution center and ending on the last day of the relevant Revenue Sharing Period, Franchisee shall pay [AMOUNT] to Franchisor. For any such [PRODUCT TYPE] Franchisee will reimburse Franchisor the applicable distribution wholesale price less the applicable average Purchase Price received by Franchisee. 4.3 Payment The parties acknowledge and agree that if Franchisee fails to order [NUMBER OF UNITS] required under Paragraph 3.1, Franchisee shall pay [AMOUNT] to Franchisor, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisee failed to order. If Franchisor fails to deliver the number or units ordered by Franchisee under Paragraph 3.1, Franchisor shall pay to Franchisee, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisor failed to deliver. The parties hereto expressly agree and acknowledge that actual damages for purposes of this Subparagraph would be difficult to ascertain and that the amount set forth above represents the parties' reasonable estimate of such damages. 4.4 Marketing With respect to advertising of [PRODUCT/SERVICE], Franchisee agrees to consult with Franchisor and to keep Franchisor reasonably appraised of its marketing plans and activities and to comply with Franchisor's then-current customary marketing support policies and practices to the extent they are reasonable and practicable. Franchisor shall have the right to approve such plans, and Franchisee shall provide a timely opportunity for said approval by Franchisor. Franchisor shall exercise its approval rights in a timely and reasonable manner. Should Franchisee fail to comply in good faith with its obligations under Paragraph 3.4, Franchisor shall be entitled to give written notice to Franchisee of such failure. In no event shall Franchisor be obligated to provide such advertising which it would otherwise have been obligated to provide during such time as Franchisor's obligations hereunder were suspended because of Franchisee's failure to fulfill its obligations under this Paragraph 3.4. 4.5 Participating Franchises While Franchisee cannot guarantee that its Franchises will adopt the Agreement, Franchisee will use good faith commercially reasonable efforts to recommend adoption of the Agreement to its Franchises and anticipates a high level of adoption thereby. Franchisor hereby agrees that each Participating Franchise shall execute a letter agreement, which has been approved by Franchisee in form and substance, in favor of Franchisor, agreeing to be bound by the terms and conditions of this Agreement as if it were a party hereto (the \"Participating Franchise\"). Franchisee shall be liable for each Participating Franchise's performance of its financial obligations hereunder as if such Participating Franchise were a Location. Franchisor shall have the right to proceed against Franchisee for money only for any failure of a Participating Franchise to fully perform the financial terms and conditions of this Agreement. Participating Franchises shall be subject to the same terms and conditions under the Agreement as Locations, unless specifically designated otherwise. Implementation of the Agreement at the Franchise level and Franchise payments there under will be administered by Franchisor. 4.6 Placement Franchisee shall exercise good faith commercially reasonable efforts to maximize revenue on the [SALE OR RENTAL] of [PRODUCT/SERVICE]. At all times during the entire Revenue Sharing Period, Franchisee shall make available for [SALE OR RENTAL] at each Location all of the [PRODUCT/SERVICE] purchased for such Location. 4.7 Packing and Shipping Franchisor will be solely responsible for making [PRODUCT/SERVICE] ready for consumer [PURCHASE/RENTAL] and for shipping the [PRODUCT/SERVICE] from its distribution center to Franchisee's Locations. 4.8 Returns/Exchanges The purchase requirements set forth in Paragraph 3.1 shall not be subject to any returns by Franchisee. Franchisor will exchange defective or damaged products. Defective products shall mean those that are mechanically defective, mispackaged, physically blemished or contain extraneous material. Franchisee shall report defective or damaged products to Franchisor promptly following discovery of such defect or damage. 4.9 Location Count Franchisee will report to Franchisor on a calendar month basis the number of currently operating Locations, including Participating Franchises, non-participating Franchises, New Franchisor Locations and recently closed Locations. 4.10 Demographic Information Franchisee will provide to Franchisor, on an ongoing basis, information regarding the demographic make-up generally of Franchisee customers. COMMITMENTS 5.1 Marketing Support","Franchise Agreement","11","https://templates.business-in-a-box.com/imgs/1000px/franchise-agreement-D879.png","https://templates.business-in-a-box.com/imgs/250px/879.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#879.xml",{"title":137,"description":6},"franchise agreement",[139,140],{"label":18,"url":93},{"label":18,"url":93},"/template/franchise-agreement-D879",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":9,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":156},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF LICENSOR], (the \"Licensor\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF LICENSEE], (the \"Licensee\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. PAYMENT ","Technology Licensing Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/technology-licensing-agreement-D13434.png","https://templates.business-in-a-box.com/imgs/250px/13434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13434.xml",{"title":150,"description":6},"technology licensing agreement",[152,153],{"label":18,"url":93},{"label":154,"url":155},"License Agreements","license-agreement","/template/technology-licensing-agreement-D13434",{"description":158,"descriptionCustom":6,"label":159,"pages":160,"size":9,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":171},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":165,"description":6},"non disclosure agreement nda",[167,168],{"label":18,"url":93},{"label":169,"url":170},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":174,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":246,"clauses":280,"how_to_fill":331,"common_mistakes":372,"faqs":397,"industries":425,"comparisons":450,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":505,"classification":506},{"meta_title":175,"meta_description":176,"primary_keyword":15,"secondary_keywords":177},"Exclusive Sales Territory Agreement Template | BIB","Free exclusive sales territory agreement template. Defines geographic sales rights, exclusivity terms, performance quotas, and termination conditions.",[178,179,180,181,182,183,184],"exclusive sales territory agreement template","exclusive territory agreement template","exclusive distribution territory agreement","sales territory contract template","exclusive sales rights agreement","territory exclusivity agreement","exclusive dealer territory agreement",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":172},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"An Exclusive Sales Territory Agreement is a legally binding contract between a supplier or manufacturer and a sales representative, distributor, or dealer that grants the representative the sole right to sell specified products or services within a defined geographic territory. This free Word download gives you a structured, attorney-reviewed starting point covering territory boundaries, exclusivity conditions, performance quotas, IP use, and termination — ready to edit online and export as PDF.\n","Use it when granting a sales rep, dealer, or distributor the exclusive right to operate in a specific region, and when you need enforceable performance obligations and clear remedies if those obligations are not met. It is also appropriate when expanding into new markets through third-party sales channels where territorial conflicts would otherwise arise.\n","Territory definition and exclusivity grant, products covered, performance quotas and minimum purchase requirements, pricing and payment terms, IP and trademark use, confidentiality obligations, term and renewal conditions, termination rights with and without cause, and governing law.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Manufacturers and suppliers","Granting exclusive regional rights to distributors without losing performance accountability","persona-manufacturer",{"title":202,"use_case":203,"icon_asset_id":204},"Franchise and licensing companies","Defining territorial boundaries for franchisee or licensee sales operations","persona-franchise-applicant",{"title":206,"use_case":207,"icon_asset_id":208},"Independent sales representatives","Securing written exclusivity before investing in a new territory or customer base","persona-sales-rep",{"title":210,"use_case":211,"icon_asset_id":212},"Distributors and dealers","Protecting regional market rights from encroachment by the supplier or competing dealers","persona-retailer",{"title":214,"use_case":215,"icon_asset_id":216},"Startup founders","Building a channel sales network by granting region-specific rights to early partners","persona-startup-founder",{"title":218,"use_case":219,"icon_asset_id":220},"International expansion managers","Appointing exclusive country or regional distributors for cross-border market entry","persona-international-employer",[222,225,228,232,236,239,242],{"situation":223,"recommended_template":55,"slug":224},"Appointing a distributor who buys and resells inventory in a defined region","exclusive-distribution-agreement-D1240",{"situation":226,"recommended_template":98,"slug":227},"Engaging a sales agent who earns commission without taking title to goods","sales-representative-agreement-D556",{"situation":229,"recommended_template":230,"slug":231},"Granting a dealer the right to sell products alongside non-competing brands","Non-Exclusive Sales Territory Agreement","exclusive-sales-territory-agreement-D12828",{"situation":233,"recommended_template":234,"slug":235},"Licensing a brand or product formula rather than selling physical goods","License Agreement","license-agreement-D1180",{"situation":237,"recommended_template":131,"slug":238},"Establishing a full franchise relationship with operational standards and fees","franchise-agreement-D879",{"situation":240,"recommended_template":117,"slug":241},"Setting up a reseller relationship with no geographic restriction","reseller-agreement-D5202",{"situation":243,"recommended_template":244,"slug":245},"Appointing a dealer for a single product line with co-marketing obligations","Dealer Agreement","distribution-agreement-D12544",[247,250,253,256,259,262,265,268,271,274,277],{"term":248,"definition":249},"Exclusive Territory","A defined geographic area — by ZIP code, county, state, country, or custom boundary — in which only the appointed representative may sell the specified products.",{"term":251,"definition":252},"Minimum Purchase Requirement","A contractual floor on the quantity or value of product the representative must buy or sell within a defined period to maintain exclusivity.",{"term":254,"definition":255},"Right of First Refusal","A clause giving the existing representative the option to match any competing offer before the supplier grants rights in an adjacent or expanded territory.",{"term":257,"definition":258},"Residual Commission","Commission paid to a sales representative on repeat purchases made by accounts they originally acquired, even after the account is transferred or the rep departs.",{"term":260,"definition":261},"Carve-Out","A specific customer, account, or sub-territory explicitly excluded from the representative's exclusive rights, typically because the supplier already has a direct relationship.",{"term":263,"definition":264},"Non-Solicitation Clause","A restriction preventing the representative from actively soliciting customers outside their exclusive territory or poaching the supplier's other channel partners.",{"term":266,"definition":267},"Termination for Convenience","A right allowing either party to end the agreement without cause by providing a specified advance notice period, typically 30 to 90 days.",{"term":269,"definition":270},"Performance Review Period","A defined interval — typically quarterly or annually — at which the supplier evaluates whether the representative has met minimum sales thresholds.",{"term":272,"definition":273},"Clawback Provision","A clause requiring the representative to return commissions or fees already paid if a transaction is reversed, a customer churns within a defined period, or a quota is retroactively missed.",{"term":275,"definition":276},"Gray Market","The sale of genuine but unauthorized products outside the agreed territory, typically by purchasing in a low-cost market and reselling in the exclusive region.",{"term":278,"definition":279},"Right of Audit","A supplier's contractual right to inspect the representative's sales records, inventory counts, and customer accounts to verify compliance with quotas and territory boundaries.",[281,286,291,296,301,306,311,316,321,326],{"name":282,"plain_english":283,"sample_language":284,"common_mistake":285},"Territory Definition","Describes the exact geographic scope of the representative's exclusive rights — by country, state, region, county, or a custom map exhibit attached to the agreement.","Supplier hereby grants Representative the exclusive right to market and sell the Products within the territory described in Exhibit A (the 'Territory'). Territory is defined as [GEOGRAPHIC DESCRIPTION — e.g., the states of [STATE 1] and [STATE 2] / the country of [COUNTRY]].","Using vague descriptors like 'the Southeast region' without attaching a map or list of specific states and counties. Overlapping territories are the leading cause of channel conflict litigation.",{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Exclusivity Grant and Carve-Outs","Confirms that the supplier will not appoint another representative in the territory and will not sell directly to customers there — except for any named accounts specifically carved out.","During the Term, Supplier shall not appoint any other sales representative, distributor, or dealer for the Products within the Territory, and shall not sell the Products directly to customers within the Territory, except to the following existing accounts: [LIST OF CARVED-OUT ACCOUNTS].","No carve-out clause for the supplier's existing house accounts. Without one, the representative may claim commission on sales the supplier was already making directly, creating immediate financial disputes.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Products Covered","Lists the specific products or product lines covered by the exclusive rights, and clarifies whether future products are automatically included or require a separate amendment.","The exclusivity granted herein applies solely to the products listed in Exhibit B (the 'Products'). Any new or modified product lines introduced by Supplier after the Effective Date shall be excluded from this Agreement unless added by written amendment signed by both parties.","Including all current and future products without restriction. This locks the supplier out of launching new lines through different channels in the territory, even if the representative has no capacity or expertise for those lines.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Performance Quotas and Minimum Purchase Requirements","Sets the minimum sales volume, units, or revenue the representative must achieve within each performance period to retain exclusive status in the territory.","Representative shall achieve minimum net sales of $[AMOUNT] per [QUARTER / YEAR] within the Territory (the 'Quota'). Failure to meet the Quota for [TWO] consecutive periods shall entitle Supplier, at its option, to convert the Territory to non-exclusive status or terminate this Agreement with [30] days' written notice.","Setting quotas without defining the remedy for a miss. A quota with no consequence is unenforceable in practice and removes the supplier's leverage to reassign underperforming territories.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Pricing, Payment Terms, and Margins","States the price at which the supplier sells to the representative (or the commission rate for agent arrangements), payment terms, and the process for price changes.","Supplier shall sell Products to Representative at the prices set out in the current price schedule (Exhibit C), subject to change upon [60] days' written notice. Payment terms: net [30] days from invoice date. Representative's suggested retail pricing is set out in Exhibit C and may not be altered without Supplier's prior written consent.","No minimum advance notice for price changes. Without notice protection, the representative may have committed to customer prices that become unprofitable when the supplier raises costs mid-contract.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Intellectual Property and Trademark Use","Grants the representative a limited, non-transferable license to use the supplier's trademarks and marketing materials solely to promote the products in the territory, and sets quality-control requirements.","Supplier grants Representative a limited, non-exclusive, non-transferable license to use Supplier's trademarks, trade names, and marketing materials solely in connection with the sale of Products within the Territory. Representative shall comply with Supplier's brand guidelines as updated from time to time and shall not modify, sublicense, or register any Supplier mark.","No quality-control provision tied to trademark use. Under US trademark law, a licensor who fails to exercise quality control over a licensee's use of its marks risks losing trademark rights through 'naked licensing.'",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Confidentiality","Prohibits both parties from disclosing the other's proprietary information — pricing, customer lists, product formulas, and business strategies — during and after the agreement.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose or use it except as necessary to perform obligations under this Agreement. 'Confidential Information' means any non-public technical, commercial, or financial information disclosed by either party.","One-sided confidentiality covering only the supplier's information. The representative also shares customer data, market intelligence, and pricing strategies — omitting mutual protection leaves the representative's data exposed.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Term, Renewal, and Performance Review","Sets the initial contract duration, the conditions and notice required for renewal, and the schedule for performance reviews that determine whether the representative retains exclusivity.","This Agreement shall commence on [START DATE] and continue for an initial term of [ONE YEAR], automatically renewing for successive [ONE-YEAR] periods unless either party provides written notice of non-renewal at least [90] days before the end of the then-current term. Performance against Quota shall be reviewed [quarterly].","Auto-renewal with no performance condition. A territory that auto-renews regardless of quota performance removes the supplier's practical ability to reassign underperforming regions without triggering termination-for-cause disputes.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Termination, Transition, and Post-Termination Obligations","Sets out grounds for termination with and without cause, required notice periods, the process for transitioning customers and inventory, and any post-termination restrictions on the representative.","Either party may terminate this Agreement for convenience upon [60] days' written notice. Supplier may terminate immediately for cause, including Representative's material breach, insolvency, or failure to meet Quota for [TWO] consecutive periods. Upon termination, Representative shall cease using Supplier's trademarks, transfer all customer account information to Supplier within [10] business days, and return or destroy all Confidential Information.","No customer-list transfer obligation on termination. Without it, departing representatives routinely retain customer data and use it to compete or transition accounts to a new supplier.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Governing Law, Dispute Resolution, and Indemnification","Specifies the jurisdiction's law that governs the contract, how disputes are resolved (arbitration, mediation, or court), and which party bears liability for third-party claims arising from each party's conduct.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Disputes shall be resolved by binding arbitration under [AAA / JAMS] rules in [CITY], except that either party may seek injunctive relief in a court of competent jurisdiction. Each party shall indemnify the other against third-party claims arising from its own negligence or breach of this Agreement.","Selecting a governing jurisdiction with no meaningful connection to where either party operates. Several US states and EU member states apply local mandatory law regardless of contractual choice, rendering a foreign forum selection practically unenforceable.",[332,337,342,347,352,357,362,367],{"step":333,"title":334,"description":335,"tip":336},1,"Identify the parties and the products","Enter the supplier's and representative's full legal entity names, registered addresses, and entity types. List the exact products covered in Exhibit B — include SKUs or product codes where possible.","Use the entity name from the corporate registry, not the trade name. Mismatched names on a contract and a corporate filing create enforceability questions.",{"step":338,"title":339,"description":340,"tip":341},2,"Define the territory precisely","Attach a map or a written list of ZIP codes, counties, states, or countries as Exhibit A. If the territory is a country, name it explicitly; if it is a custom region, attach a boundary map.","Ambiguous territory definitions are the single largest source of channel partner disputes. When in doubt, be more specific, not less.",{"step":343,"title":344,"description":345,"tip":346},3,"List carve-out accounts explicitly","Name any existing house accounts or direct customers that are excluded from the representative's exclusive rights. Attach these as a schedule rather than embedding them in the body so they can be updated by amendment.","Review your CRM for all active accounts in the territory before execution and decide on each one — a carve-out you forgot becomes a commission dispute.",{"step":348,"title":349,"description":350,"tip":351},4,"Set performance quotas with clear consequences","Enter the minimum sales volume or revenue per performance period and specify exactly what happens on a miss — conversion to non-exclusive, cure period, or termination. Tie quota levels to realistic market-sizing data.","Set Year 1 quotas at 70–80% of your internal forecast to account for ramp time. Aggressive quotas that are immediately missed create adversarial relationships.",{"step":353,"title":354,"description":355,"tip":356},5,"Complete the pricing and payment terms","Reference the current price schedule as Exhibit C. State payment terms (e.g., net 30 from invoice date), any early-payment discount, and the minimum advance notice required for price increases.","A 60-day price-change notice period gives the representative time to honor existing customer quotes without taking a margin hit.",{"step":358,"title":359,"description":360,"tip":361},6,"Fill in term, renewal, and review dates","Set the start date, initial term (typically 1–2 years), auto-renewal conditions, and the notice-of-non-renewal deadline. Add calendar reminders for renewal windows and quarterly performance reviews.","90-day non-renewal notice is standard for most territory agreements — shorter windows leave the representative insufficient time to transition inventory and customer relationships.",{"step":363,"title":364,"description":365,"tip":366},7,"Confirm governing law and dispute resolution","Select the governing jurisdiction — typically the supplier's home state or the representative's operating location — and choose binding arbitration or court. Confirm the choice is lawful in both parties' jurisdictions.","Avoid selecting a governing law solely for perceived supplier advantage. Courts in jurisdictions with strong distributor-protection statutes (New Jersey, Belgium, Puerto Rico) apply local law regardless of the contract's choice.",{"step":368,"title":369,"description":370,"tip":371},8,"Execute before the representative begins selling","Both parties must sign before the representative makes any sales calls or takes any orders in the territory. Post-commencement signatures raise fresh-consideration questions that can void restrictive clauses.","Use a digital signature platform that timestamps execution — this eliminates disputes about which party signed last or whether the agreement was in effect for a specific transaction.",[373,377,381,385,389,393],{"mistake":374,"why_it_matters":375,"fix":376},"Vague territory boundaries","A territory described as 'the Midwest' or 'the East Coast' has no legal precision. Overlapping interpretations lead to channel conflict, commission disputes, and litigation before the first year is complete.","Attach a signed map exhibit or a written list of specific states, counties, or ZIP codes as Exhibit A, and have both parties initial the exhibit at execution.",{"mistake":378,"why_it_matters":379,"fix":380},"No quota consequences","A performance quota with no stated remedy for a miss is unenforceable in practice. The supplier has no contractual basis to reassign the territory to a better-performing partner.","State explicitly that missing the quota for two consecutive periods entitles the supplier to convert to non-exclusive status or terminate with 30 days' notice — and include a cure period if you want to give the representative a chance to recover.",{"mistake":382,"why_it_matters":383,"fix":384},"Omitting carve-outs for existing house accounts","Without named carve-outs, the representative may claim commission on every sale in the territory, including accounts the supplier was already managing directly — creating an immediate and retroactive financial dispute.","List all existing direct accounts in the territory as a named carve-out schedule before signing, and include a process for adding new carve-outs by written amendment.",{"mistake":386,"why_it_matters":387,"fix":388},"No post-termination customer-list transfer obligation","A representative who retains all customer contact data after termination can redirect accounts to a competing supplier within days. The supplier loses the market intelligence built over the entire relationship.","Include an explicit clause requiring the representative to transfer all customer account information, contracts, and sales history to the supplier within 10 business days of termination, regardless of the reason for ending the agreement.",{"mistake":390,"why_it_matters":391,"fix":392},"Auto-renewal with no performance condition attached","An agreement that renews automatically regardless of quota attainment removes the supplier's practical leverage to exit an underperforming territory relationship without triggering a breach claim.","Tie auto-renewal to quota attainment: the agreement renews only if the representative has met the minimum for the most recent full performance period, or include a right not to renew upon notice.",{"mistake":394,"why_it_matters":395,"fix":396},"One-sided or missing confidentiality clause","A clause that only protects the supplier's pricing and product data leaves the representative's customer lists, market research, and competitive intelligence unprotected — creating friction and making the agreement appear commercially unreasonable.","Draft confidentiality obligations that run in both directions, covering each party's proprietary business information, and specify a survival period of at least two years post-termination.",[398,401,404,407,410,413,416,419,422],{"question":399,"answer":400},"What is an exclusive sales territory agreement?","An exclusive sales territory agreement is a legally binding contract in which a supplier or manufacturer grants a sales representative, distributor, or dealer the sole right to sell specified products within a defined geographic area. No other representative — including the supplier itself, in most cases — may sell those products in that region during the agreement's term. In exchange, the representative typically accepts minimum sales quotas and performance obligations that must be met to retain the exclusive right.\n",{"question":402,"answer":403},"What is the difference between an exclusive and a non-exclusive territory agreement?","An exclusive territory agreement prevents the supplier from appointing additional representatives in the defined region and, in most versions, from selling directly to customers there. A non-exclusive arrangement allows the supplier to appoint multiple representatives in the same area and sell directly alongside them. Exclusive rights typically command higher performance obligations and are better suited to markets where significant up-front investment by the representative is required to develop the territory.\n",{"question":405,"answer":406},"What performance obligations should be included?","At minimum, the agreement should include a minimum purchase or sales volume threshold per quarter or year, the consequence for missing the threshold (conversion to non-exclusive, cure period, or termination), and a quarterly or annual review date. Some agreements also include minimum marketing spend requirements, customer-visit frequency obligations, and reporting requirements such as monthly sales reports by account.\n",{"question":408,"answer":409},"Can a supplier compete with its own exclusive representative?","Not within the defined territory under a properly drafted exclusive agreement — unless specific accounts are carved out in advance. The exclusivity grant typically prevents the supplier from selling directly to customers in the territory and from appointing any other sales channel there. Any existing supplier accounts that should remain direct should be explicitly named as carve-outs in a schedule attached to the agreement before signing.\n",{"question":411,"answer":412},"How long should an exclusive sales territory agreement last?","Initial terms of one to two years are most common, with automatic annual renewal provisions. Shorter initial terms are appropriate when the supplier is testing a new channel partner or entering a new market; longer terms (two to three years) make sense when the representative is making significant up-front investment in market development. Most agreements include a 90-day non-renewal notice requirement to give both parties time to plan the transition.\n",{"question":414,"answer":415},"Is an exclusive territory agreement enforceable if the representative misses quotas?","Enforceability depends on whether the agreement clearly states the consequence for quota failure. If the contract specifies that a miss for two consecutive periods gives the supplier the right to convert to non-exclusive or terminate with notice, courts in most jurisdictions will enforce that provision. Agreements that include quotas but no stated remedy give the supplier far weaker grounds to act. Always include a cure period — typically 30 to 60 days — before the remedy is triggered to reduce the risk of a wrongful-termination claim.\n",{"question":417,"answer":418},"What happens to customer accounts when the agreement is terminated?","The agreement should explicitly require the representative to transfer all customer account information, open orders, and sales history to the supplier within a specified number of business days after termination. Without this obligation, the departing representative retains the data and may redirect accounts to a competing supplier. The supplier should also reserve the right to contact customers directly immediately upon notice of termination to manage the transition.\n",{"question":420,"answer":421},"Do I need a lawyer to draft an exclusive sales territory agreement?","For straightforward domestic appointments with a single territory and standard quota terms, a high-quality template is typically a sound starting point. Engage a lawyer when the territory spans multiple countries, when the representative's exclusivity investment is substantial, when the agreement involves a dealer-protection statute jurisdiction (such as New Jersey or Belgium), or when the commercial terms are heavily negotiated. A 2–3 hour review typically costs $400–$800 and is worthwhile for any arrangement involving significant expected revenue.\n",{"question":423,"answer":424},"What is a carve-out account and why does it matter?","A carve-out account is a specific customer or account that is explicitly excluded from the representative's exclusive territory rights — typically because the supplier has an existing direct relationship with that customer. Without named carve-outs, the representative may claim commission on every sale made to any customer in the territory, including ones the supplier was already serving before the agreement was signed. Listing carve-outs in a signed schedule before execution prevents this dispute from arising.\n",[426,430,434,438,442,446],{"industry":427,"icon_asset_id":428,"specifics":429},"Manufacturing and Industrial Supply","industry-manufacturing","Territory agreements map to distributor warehouse locations, with quotas tied to volume purchasing rather than end-customer sales — making minimum purchase requirements the dominant enforcement mechanism.",{"industry":431,"icon_asset_id":432,"specifics":433},"Consumer Goods and Retail","industry-retail","Exclusivity is often granted by metro area or retail channel type (e.g., grocery vs. specialty), and agreements frequently include planogram compliance and minimum shelf-space obligations alongside sales quotas.",{"industry":435,"icon_asset_id":436,"specifics":437},"Technology and SaaS","industry-saas","Territory is often defined by country or named-account list rather than geography, and performance quotas are measured in ARR or new logos rather than unit volume — requiring careful quota calibration for each market's sales cycle.",{"industry":439,"icon_asset_id":440,"specifics":441},"Pharmaceuticals and Medical Devices","industry-healthtech","Regulatory approval status by country or state determines the effective territory boundary, and agreements must account for mandatory product liability indemnification, regulatory reporting obligations, and recall cooperation clauses.",{"industry":443,"icon_asset_id":444,"specifics":445},"Food and Beverage","industry-food-beverage","Territories align with distribution routes and cold-chain logistics networks, with freshness and shelf-life requirements creating unique minimum-order and frequency obligations not found in durable-goods agreements.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional Services and Franchising","industry-professional-services","Territory protection prevents franchisees or licensed service providers from cannibalizing one another's client base, and agreements typically include non-solicitation of both customers and sub-contractors operating within the territory.",[451,454,457,460],{"vs":84,"vs_template_id":452,"summary":453},"distribution-agreement-D12747","A distribution agreement governs a distributor who purchases inventory from the supplier, takes title to it, and resells it at their own risk and margin. An exclusive sales territory agreement can cover either a distributor model or a commission-agent model — the critical variable is whether the representative takes title to goods. Use the distribution agreement when the channel partner bears inventory risk; use the territory agreement when you need a broader framework covering exclusivity conditions, quota management, and territory-level performance obligations.",{"vs":98,"vs_template_id":455,"summary":456},"sales-representative-agreement-D12712","A sales representative agreement typically covers a commission-based agent who solicits orders on behalf of the supplier without taking title to goods or bearing inventory risk. An exclusive sales territory agreement adds the territorial exclusivity dimension — the right to be the only authorized seller in a defined region — with enforceable performance thresholds attached to that right. Use the sales rep agreement for a straightforward commission arrangement; use the territory agreement when exclusivity is the central commercial negotiating point.",{"vs":131,"vs_template_id":458,"summary":459},"franchise-agreement-D12748","A franchise agreement grants territorial rights alongside a full operating system — brand standards, training, fees, supply chain requirements, and ongoing support obligations — creating a regulated relationship under FTC and provincial franchise disclosure laws. An exclusive sales territory agreement is a simpler commercial arrangement focused solely on sales channel exclusivity without the operational system or regulatory disclosure requirements of franchising. If the supplier wants to control how the representative operates its entire business, a franchise structure is appropriate; if the goal is simply protecting a sales region, the territory agreement is the right instrument.",{"vs":461,"vs_template_id":462,"summary":463},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared between parties during negotiations or an ongoing relationship but creates no sales rights or territory protections. An exclusive sales territory agreement includes confidentiality provisions as one of several clauses but goes substantially further by establishing the commercial relationship, exclusivity conditions, and performance obligations. Use an NDA to protect information before a deal is finalized; execute the territory agreement once the commercial terms are agreed.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Domestic single-territory appointments with standard quota terms and a trusted channel partner","Free","30–45 minutes",{"best_for":470,"cost":471,"time":472},"Multi-state or first international territory appointments, or any deal with significant up-front representative investment","$400–$800","2–5 days",{"best_for":474,"cost":475,"time":476},"Multi-country distribution networks, dealer-protection statute jurisdictions, or heavily negotiated exclusivity terms with material revenue at stake","$2,000–$7,500+","2–4 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","US territory agreements are primarily governed by state contract law, with no single federal statute regulating exclusive dealing arrangements. New Jersey's Franchise Practices Act and similar statutes in several states can reclassify a territory agreement as a franchise if it meets definitional criteria — triggering disclosure obligations and termination-for-cause requirements. Non-compete and non-solicitation clauses attached to territory agreements face increasing state-level scrutiny, particularly in California, Minnesota, and Oklahoma, where post-term restrictions on independent contractors are largely unenforceable.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Each Canadian province governs commercial relationships under its own contract and competition law. The Competition Act federally prohibits exclusive dealing arrangements that substantially lessen competition in a market, though most standard bilateral territory agreements fall below the threshold that triggers review. Alberta and Ontario have franchise legislation that can capture territory agreements if the arrangement includes a community of interest and a license to operate under a trademark — requiring disclosure at least 14 days before signing. Quebec agreements must be in French for provincially-regulated commercial relationships.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","Post-Brexit, UK exclusive territory agreements are assessed under the Competition Act 1998 and the retained Vertical Agreements Block Exemption Regulation (VABER), which broadly permits vertical restraints including territorial exclusivity where the supplier's market share does not exceed 30%. Agreements that restrict the representative from responding to unsolicited orders from outside the territory (passive sales restrictions) are not covered by the exemption and risk unenforceability. Commercial agent relationships are governed by the Commercial Agents (Council Directive) Regulations 1993, which mandate compensation on termination regardless of contract terms.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","EU territory agreements are assessed under the Vertical Block Exemption Regulation (VBER) 2022, which permits exclusive territorial restrictions where both parties' market shares remain below 30%. Passive sales restrictions — preventing a distributor from fulfilling unsolicited orders from outside their territory — are hard-core restrictions that void the exemption and expose the agreement to Article 101 TFEU fines. The EU's strong distributor-protection culture in member states such as Belgium, France, and Germany means termination without adequate notice or compensation can trigger statutory damages irrespective of contract terms. All agreements with EU counterparties should be reviewed against both EU-level rules and the relevant member state's mandatory commercial law.",[245,227,241,245,238,499,462,500,501,502,503,504],"technology-licensing-agreement-D13434","independent-contractor-agreement-D160","general-non-compete-agreement-D882","partnership-agreement-D12551","letter-of-intent_acquisition-of-business-D5197","sales-representative-commission-agreement-D12828",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":93,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"distribution-and-channel","agreement","general","all-stages",[512,513,514,515,516],"exclusive-sales-territory","distribution","sales-agreement","channel-partner","territory-rights",0.95,"\u003Ch2>What is an Exclusive Sales Territory Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Exclusive Sales Territory Agreement\u003C/strong> is a legally binding contract between a supplier or manufacturer and a sales representative, distributor, or dealer that grants the representative the sole right to sell specified products within a clearly defined geographic region. During the agreement's term, the supplier is contractually prohibited from appointing competing representatives in that territory and, in most versions, from selling directly to customers there. In exchange for this protected market position, the representative typically accepts minimum sales quotas and performance obligations that must be met to retain the exclusive right. When properly drafted, the agreement balances the representative's need for territorial security with the supplier's need for accountability and the ability to reassign underperforming regions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a channel sales relationship without an exclusive territory agreement exposes both sides to avoidable disputes and financial losses. Without written boundaries, two representatives may simultaneously pursue the same customer, triggering commission conflicts the supplier has no contractual basis to resolve. Without documented carve-outs, a supplier who continues selling directly to an existing account faces a commission claim from the representative on every transaction in the territory. Without a quota-and-remedy clause, a supplier is unable to exit an underperforming territorial relationship without risking a wrongful-termination claim. And without a post-termination customer-list transfer obligation, a departing representative takes the entire market intelligence built over the relationship and may redirect it to a competitor within days. This template closes all four of those gaps with enforceable, field-tested clause language — giving both parties a clear, written framework before the first sales call is made.\u003C/p>\n",1778696272484]