[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-manufacturer-representative-agreement-D12727":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":170,"customdescription":6,"mdFm":171,"mdProseHtml":515},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"MANUFACTURER REPRESENTATIVE AGREEMENT This Manufacturer Representative Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [REPRESENTATIVE NAME] (the \"Representative\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [PRINCIPAL NAME] (the \"Principal\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Whereas the Principal wishes to market the product(s) described in Schedule A (the \"Product(s)\"); whereas Representative is prepared to sell the Product(s) on behalf of the Principal in return for a commission; It is agreed as follows: SELLING RIGHTS The Principal grants the Representative an exclusive right to sell the Product(s) on behalf of the Principal within the territory described in Schedule B for a period of [PERIOD] commencing [DATE] (the \"Selling Rights\"). The Representative may not sell or attempt to sell the Product(s) outside of the territory described in Schedule B. The Representative shall use his best efforts to sell the Product(s) for the duration of the Selling Rights. At the request from time to time of the Principal, the Representative shall furnish the Principal with a reasonably detailed, written report on his efforts to sell the Product(s) in the period specified by the Principal. The Representative shall clearly identify himself as a duly authorized sales Representative of the Principal in the course of his efforts to sell the Product(s) on behalf of the Principal and may not sell the Product(s) in his own name. PRODUCT PRICES The Principal shall fix the selling price(s) of the Product(s) and the Representative may only sell the Product(s) at the selling price(s) fixed by the Principal. ORDERS The Representative shall obtain written orders for the Product(s) from buyers, signed by or on behalf of the buyers, and remit the orders to the Principal. The Principal shall use its best efforts to fill orders duly remitted by the Representative in accordance with this agreement as expeditiously as possible. COMMISSION The Principal shall pay the Representative a commission of [NUMBER]% of the selling price, exclusive of any sales taxes, of each order or part of each order of Product(s) duly remitted by the Representative in accordance with this agreement which is paid for in full, inclusive of any sales taxes, and which is not subsequently returned for a refund. The Principal may accept the return of Product(s) for a refund or partial refund in its sole discretion. The Representative is not entitled to any compensation for services performed or expenses incurred in connection with this agreement other than as set out in this agreement. TRAINING At the request of the Representative, the Principal shall train the Representative in the proper use of the Product(s). ",null,"Manufacturer Representative Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/manufacturer-representative-agreement-D12727.png","https://templates.business-in-a-box.com/imgs/250px/12727.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12727.xml",{"title":15,"description":6},"manufacturer representative agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"Manufacturer Representative Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12727.png",[24,17,20],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":18,"url":19},{"label":31,"url":32},"Distribution & Channel","/templates/distribution-and-channel/",[34,38,42,46,50,54,58,62,66,70,74,78,82,96,114,128,142,155],{"label":35,"url":36,"thumb":37,"extension":10},"Manufacturing Representative Agreement","/template/manufacturing-representative-agreement-D14007","https://templates.business-in-a-box.com/imgs/250px/14007.png",{"label":39,"url":40,"thumb":41,"extension":10},"Sales Representative Agreement","/template/sales-representative-agreement-D556","https://templates.business-in-a-box.com/imgs/250px/556.png",{"label":43,"url":44,"thumb":45,"extension":10},"Non-Exclusive Sales Representative Agreement","/template/non-exclusive-sales-representative-agreement-D12813","https://templates.business-in-a-box.com/imgs/250px/12813.png",{"label":47,"url":48,"thumb":49,"extension":10},"Checklist Manufacturer Analysis","/template/checklist-manufacturer-analysis-D1346","https://templates.business-in-a-box.com/imgs/250px/1346.png",{"label":51,"url":52,"thumb":53,"extension":10},"Announcement of New Area Representative","/template/announcement-of-new-area-representative-D1381","https://templates.business-in-a-box.com/imgs/250px/1381.png",{"label":55,"url":56,"thumb":57,"extension":10},"First Supply Agreement","/template/first-supply-agreement-D1243","https://templates.business-in-a-box.com/imgs/250px/1243.png",{"label":59,"url":60,"thumb":61,"extension":10},"Product Supply Agreement","/template/product-supply-agreement-D1250","https://templates.business-in-a-box.com/imgs/250px/1250.png",{"label":63,"url":64,"thumb":65,"extension":10},"Manufacturing and Supply Agreement","/template/manufacturing-and-supply-agreement-D12833","https://templates.business-in-a-box.com/imgs/250px/12833.png",{"label":67,"url":68,"thumb":69,"extension":10},"Manufacturing Agreement","/template/manufacturing-agreement-D12795","https://templates.business-in-a-box.com/imgs/250px/12795.png",{"label":71,"url":72,"thumb":73,"extension":10},"Supply Agreement","/template/supply-agreement-D918","https://templates.business-in-a-box.com/imgs/250px/918.png",{"label":75,"url":76,"thumb":77,"extension":10},"Advertising Sales Representation Agreement","/template/advertising-sales-representation-agreement-D5214","https://templates.business-in-a-box.com/imgs/250px/5214.png",{"label":79,"url":80,"thumb":81,"extension":10},"Exclusive Sales Agreement","/template/exclusive-sales-agreement-D12810","https://templates.business-in-a-box.com/imgs/250px/12810.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":9,"extension":10,"preview":86,"thumb":87,"svgFrame":88,"seoMetadata":89,"parents":91,"keywords":90,"url":95},"DISTRIBUTION AGREEMENT This Distribution 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: [DISTRIBUTOR NAME] (the \"Distributor\"), 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 Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. 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":112,"url":113},"ADVERTISING AGENCY AGREEMENT This Advertising Agency Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Advertiser\"), 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: [AGENCY NAME] (the \"Agency\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Agency is in the business of providing advertising agency services for a fee. Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising agency services, all as set forth. NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows: Engagement Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser's planning, preparing and placing of advertising for certain of Advertiser's products as follows: Analyze Advertiser's current and proposed products and services and present and potential markets. Create, prepare and submit to Advertiser for its prior approval advertising ideas and programs. Prepare and submit to Advertiser for its prior approval estimates of costs and expenses associated with proposed advertising ideas and programs. Design and prepare, or arrange for the design and preparation of, advertisements. Perform such other services as Advertiser may request from time to time such as, but not limited to, direct mail advertising preparation, speech writing, publicity and public relations work, market research and analysis. Order advertising space, time or other means to be used for publication of Advertiser's advertisements, at all times endeavoring to secure the most efficient and advantageous rates available. Proof for accuracy and completeness of insertions, displays, broadcasts, or other forms of advertisements. Audit invoices for space, time, material preparation and charges. Products Agency's engagement shall relate to the following products and services of Advertiser: [Products]. Exclusivity Agency shall be the [Exclusive or Non-Exclusive] advertising agency in the [Country] for Advertiser with respect to the products described in Section 2 above. Compensation Agency shall receive an amount equal to [Media Commission Rate] of the gross charges levied by media for advertising placed therewith by Agency pursuant to this Agreement; and [Non-Media Commission Rate] after volume discount, of the charges of suppliers of services or properties, such as finished art, comprehensive layouts, type composition, photostats, engravings, printing, radio and television programs, talent, literary, dramatic and musical works, records and exhibits, purchased by Agency on Advertiser's authorization during the term of this Agreement; provided that: (i) No percentage will be added to Agency charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses and other out of pocket expenses of Agency personnel; and (ii) Agency's commission for outdoor advertising will be the standard rate allowed advertising agencies when such rate is less than [Outdoor Advertising Commission Rate]. For those items where Agency is not compensated on a commission basis, Advertiser shall pay Agency on an hourly basis for services provided hereunder. The rate will be determined by the type of services provided and the person or persons providing such services, but in no event shall the rate exceed [Maximum Hourly Rate] per hour. Advertiser may elect in advance to be charged on this hourly rate basis. If Advertiser fails to notify Agency of its choice, it shall be presumed that Advertiser elected to be charged on an hourly rate basis. In the event that Agency undertakes, at Advertiser's request subject to Advertiser's prior approval, special projects such as those described in Section 1.F above, Agency shall prepare an estimate of total charges for any such special project, including therein any charges for materials or services purchased from outside sources. In the event that Advertiser elects to proceed with the special project based upon Agency's estimated cost, Agency shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties. For any special project or other services provided by Agency pursuant to this Agreement upon which the parties have not agreed as to charges, Advertiser shall pay Agency at its regular hourly rates, not to exceed [Amount] per hour. Advertiser shall not be obligated to reimburse Agency for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by Advertiser in advance. Billing Agency shall invoice Advertiser for all media costs where possible in advance of Agency's payment date to allow for prepayment by the Advertiser so that Advertiser may receive the benefit of any available prepayment or similar discount. For any media purchase or service for which Agency is not entitled to a commission, Agency shall ensure that the charges to Advertiser are net of all agency commissions and discounts. Charges for production materials and services shall be billed by Agency upon completion of the production job or, if cash discounts are available, upon receipt of the supplier's invoice. On all outside purchases other than for media, Agency shall attach to the invoice proof of the supplier's charges. All cash discounts on Agency's purchases including, but not limited to, media, art, printing and mechanical work, shall be available to Advertiser, provided that Advertiser meets Agency's requisite billing terms and there is no outstanding indebtedness of Advertiser to Agency at the time of the payment to the supplier. Rate or billing adjustments shall be credited or charged to Advertiser on the next following regular invoice date or as soon as otherwise practical. Invoices shall be submitted in an itemized format and shall be paid by Advertiser within [NUMBER] days of the invoice date. Competitors During the term of this Agreement, Agency [May Not] accept employment from, render services to, represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any product or service directly or indirectly competitive with or similar to any product or service of Advertiser with respect to which the Agency is providing any service pursuant to this Agreement. Cost Estimates","Advertising Agency Agreement","6",66,"https://templates.business-in-a-box.com/imgs/1000px/advertising-agency-agreement-D1223.png","https://templates.business-in-a-box.com/imgs/250px/1223.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1223.xml",{"title":6,"description":6},[106,109],{"label":107,"url":108},"Sales & Marketing","sales-marketing",{"label":110,"url":111},"Marketing & Sales Contracts","marketing-sales-contracts","advertising agency agreement","/template/advertising-agency-agreement-D1223",{"description":115,"descriptionCustom":6,"label":116,"pages":99,"size":117,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":122,"keywords":126,"url":127},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [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] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[123],{"label":124,"url":125},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":132,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":137,"keywords":140,"url":141},"EXCLUSIVE SOLICITATION/SALES COMMISSION AGREEMENT This Exclusive Solicitation/Sales Commission 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: [COMPANY NAME] (the \"Representative\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH THAT, in consideration of the mutual convenience and undertakings hereinafter set forth, the parties hereto agree as follows: 1. OBJECT The Company hereby grants to Representative the sole and exclusive right to solicit and collect orders for the purchase of such company products described in Schedule A attached hereto (hereinafter referred to as \"Products\") from the customers listed in Schedule B attached hereto (hereinafter referred to as \"Customers\") within the geographic area described in Schedule C attached hereto (hereinafter referred to as the \"Territory\"). 2. TERM This Agreement covers a period beginning [DATE], and terminating on [DATE]. Upon the expiry of this term, it shall be renewed automatically for an additional period of [NUMBER] years and thence similarly from year to year thereafter unless one party has given written notice to the other at least one month before the renewal date of its intention to terminate this Agreement. This Agreement may also be terminated in accordance with Section 12 hereof. 3. BEST EFFORTS Representative agrees that its employee(s) will use his (their) best efforts to actively promote and increase the sale of the Products in the Territory and more specifically to reach the forecast listed in Schedule D hereto attached. 4. PROMOTIONAL MATERIALS The Company shall supply Representative, on request, copies of all materials describing or advertising the Products. Representative shall not distribute any other promotional materials than those furnished by the Company. 5. PRICES The Products shall be sold by the Representative at prices shown on a price list to be furnished by the Company to the Representative, which price list may be amended from time to time by the Company. 6. PRODUCTS OF OTHER MANUFACTURERS It is understood by the parties that Representative may continue to solicit orders for, sell, or otherwise distribute the products of other manufacturers subject to the following terms and conditions: Attached hereto as Schedule E, is a list and a description of the products presently promoted, sold or otherwise distributed by Representative. Representative shall not, without the Company's prior written consent, which may be withheld at the Company's entire discretion, promote, solicit orders, sell or otherwise distribute, directly or indirectly, a product not specified in Schedule E. 7. PURCHASE ORDERS 7.1 All purchase orders received by Representative shall be submitted to the Company forthwith. Purchase orders shall specify the particular products, the quantity thereof required and the date of required delivery thereof. 7.2 Any purchase order received by the Company may be refused or accepted by the Company. Upon acceptance of such order, the Company shall deliver the products directly to the customer at the location specified in the said order. The Customer shall be invoiced directly by the Company. 8. RENUMERATION 8.1 Subject to paragraph 8.4 hereof, Representative shall be entitled to receive from the Company a commission equal to a percentage of the net amount invoiced by the Company for the sale of the Products to Customers in the Territory as per Schedule F attached hereto. The \"net amount invoice\" shall be the amount of the invoice less discounts, taxes, or any other charges (such as embroidery and printing). It is understood that a commission will be owing to Representative for such invoice meeting the conditions herein, whether or not orders were submitted by Representative to the Company or received directly by the Company from the customer. 8.2 The Company agrees to submit to Representative on a regular basis, copies of all order confirmations processed by the Company, to be later followed by a copy of the corresponding invoices. 8.3 Any commission payable by the Company to Representative pursuant to this Agreement will be paid on the [NUMBER] day of the month following the date of the invoice. 8.4 Should an invoice remain unpaid for a period of [NUMBER] days from the due date, Representative undertakes to repay the commission relating to such sale to the Company, in the event that it has already been paid by the Company to a representative. Such an amount is owing as of the [NUMBER] day following the date of the notice to this effect sent by the Company to Representative. No liability shall be incurred by the Company for any loss of commission resulting from cancellation of an order (either by the Company or the customer) or resulting from an order not shipped complete for any reason whatsoever. 8.6 In the event of termination of this Agreement for whatever reason, the Company will honor all commissions owed to Representative for orders submitted by Representative to the Company or received directly by the Company from the customer prior to the termination of this Agreement, as per the following: Commissions will be paid for all nylon and technical orders \"in-stock and/or booking\" shipped and invoiced during a period of three months following the effective date of termination. 8.6.2 Commissions will be paid for all other seasonal products after the goods will have been shipped and invoiced. 9. PRODUCT SAMPLES 9.1 Representative shall purchase from the Company samples of the products at a discount of [%] of the price corresponding to such products shown on the current price list. All payment owing by Representative to the Company for the purchase of such samples shall be paid to the Company within [NUMBER] days of the date of the invoice issued by the Company. 9.2 Product samples are the property of the Representative and are not to be returned to the Company. It is understood that Representative may sell such samples for his own profit as he determines and he must assume all risks involved with the sale. 10. PROPRIETARY INTEREST Representative agrees that it will, at any time upon request of the Company, and, in any event, promptly upon termination of this Agreement, return to the Company all price lists, quotation guides, outstanding quotations, books, records, manuals and sales literature and paraphernalia, customer record cards, correspondence, contracts, orders and other papers and documents in its possession which pertain or relate to the Company's business whether furnished to Representative by the Company or compiled by Representative in the course of its services hereunder, it being understood that all such property, books, papers and the like are and remain the property of the Company, and that the Company shall not be required to pay to Representative any sums of money then due to Representative until this provision has been complied with. Representative further agrees not to retain any copies or reproductions of the documents or such property of the Company. 11. CONFIDENTIAL INFORMATION AND NON-COMPETITION","Exclusive Sollicitation Sales Commission Agreement","12",60,"https://templates.business-in-a-box.com/imgs/1000px/exclusive-sollicitation_sales-commission-agreement-D1242.png","https://templates.business-in-a-box.com/imgs/250px/1242.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1242.xml",{"title":6,"description":6},[138,139],{"label":107,"url":108},{"label":110,"url":111},"exclusive sollicitation sales commission agreement","/template/exclusive-sollicitation-sales-commission-agreement-D1242",{"description":143,"descriptionCustom":6,"label":144,"pages":8,"size":145,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":150,"keywords":153,"url":154},"CONSIGNMENT AGREEMENT This Consignment Agreement (the \"Agreement\") is made and effective the [Date] BETWEEN: [YOUR COMPANY NAME] (the \"Principal\"), 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: [RECIPIENT NAME] (the \"Consignee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: RECITALS The parties recite and declare: Principal conducts a manufacturing business described as follows: [describe]. Principal desires to arrange for the sale and distribution of its merchandise throughout [territory]. Consignee has agreed to undertake the marketing of principal's merchandise on the terms set forth in this agreement. EXCLUSIVE APPOINTMENT Consignee shall have the exclusive right to sell and distribute principal's merchandise throughout [territory] during the term of this agreement. DELIVERY OF MERCHANDISE Principal shall deliver to consignee such quantity of its merchandise that consignee requires for sale from [his or her or its] place of business at [street address], [city], [state/province], [country]. Principal shall pay all freight and shipping charges. Consignee shall be responsible for any loss of or damage to merchandise while it is under [his or her] control. SALE OF MERCHANDISE Consignee shall devote [his or her] best efforts to the sale and distribution of principal's merchandise throughout the territory referred to above. All sales made by consignee shall be for cash. Credit sales may be made by consignee on written authority only, and on terms which principal may approve prior to such sales. All sales prices shall be fixed by principal. Consignee shall not sell principal's merchandise at less than the authorized prices, which prices will be reflected in price schedules that will be furnished to consignee from time to time. MONTHLY STATEMENTS; COMPENSATION Consignee shall furnish principal with monthly statements indicating all sales transactions during the preceding month and the extent of current inventory. Such statements shall be received by principal no later than the [specify] day of each month. With the monthly statement, consignee shall remit to principal all monies received by [him or her] from the sale of goods, [if appropriate, add: together with signed receipts or bills of lading for credit sales]. As soon as practicable after the [specify] day of each month, principal shall render a written statement to consignee showing sales during the preceding month, and shall remit to consignee net commissions for such sales in accordance with the commission schedule set forth in Exhibit A, which is attached to this agreement. MANAGEMENT OF CONSIGNEE'S BUSINESS Consignee shall have entire charge of the management and operation of [his or her] business; [he or she] shall furnish all equipment and vehicles, and hire and pay the wages of all assistants and employees required for the operation of [his or her] business. Principal reserves no supervision or control over consignee in the facilities, employees, and methods to be used and employed by consignee in carrying out the purposes of this agreement, and shall in no event be responsible for negligence of consignee or consignee's employees. TITLE TO MERCHANDISE Consigned merchandise shall remain the property of principal until sold in the regular course of business, except that consignee shall be responsible for all shortages of stock. EMPLOYEE BENEFIT PAYMENTS","Consignment Agreement",53,"https://templates.business-in-a-box.com/imgs/1000px/consignment-agreement-D867.png","https://templates.business-in-a-box.com/imgs/250px/867.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#867.xml",{"title":6,"description":6},[151,152],{"label":18,"url":93},{"label":18,"url":93},"consignment agreement","/template/consignment-agreement-D867",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":9,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":163,"url":169},"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":163,"description":6},"non disclosure agreement nda",[165,166],{"label":18,"url":93},{"label":167,"url":168},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":172,"reviewer":182,"legal_disclaimer":186,"quick_facts":187,"at_a_glance":189,"personas":193,"variants":218,"glossary":244,"clauses":278,"how_to_fill":329,"common_mistakes":370,"faqs":395,"industries":423,"comparisons":448,"diy_vs_lawyer":461,"jurisdictions":474,"related_template_ids_curated":495,"schema":502,"classification":503},{"meta_title":173,"meta_description":174,"primary_keyword":15,"secondary_keywords":175},"Manufacturer Representative Agreement Template | BIB","Free manufacturer representative agreement template. Covers territory, commission, exclusivity, duties, IP use, and termination.",[176,177,178,179,180,181],"manufacturer representative agreement template","manufacturer rep agreement template word","manufacturer rep contract","independent sales rep agreement","territory sales representative agreement","manufacturer representative contract free",{"name":183,"credential":184,"reviewed_date":185},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":188,"legal_review_recommended":186,"signature_required":186,"notarization_required":170},"advanced",{"what_it_is":190,"when_you_need_it":191,"whats_inside":192},"A Manufacturer Representative Agreement is a legally binding contract between a manufacturer or supplier and an independent sales representative who promotes and sells the manufacturer's products within a defined territory in exchange for a commission. This template is a free Word download you can edit online and export as PDF — covering territory, commission rates, exclusivity, performance targets, IP use, confidentiality, and termination in a single structured document.\n","Use it whenever you engage an independent sales rep or agency to sell your products on your behalf, or whenever you take on a sales representative role for a manufacturer without a formal agreement in place. It is also required before granting territory exclusivity or agreeing to commission structures that differ from your standard terms.\n","Appointment and territory definition, products covered, commission rates and payment schedule, performance benchmarks, exclusivity terms, intellectual property and trademark use, confidentiality obligations, and termination conditions including tail commission and non-compete provisions.\n",[194,198,202,206,210,214],{"title":195,"use_case":196,"icon_asset_id":197},"Manufacturers and suppliers","Expanding into new geographic markets by engaging independent reps","persona-manufacturer",{"title":199,"use_case":200,"icon_asset_id":201},"Independent sales representatives","Formalizing commission terms and territory rights before selling a product line","persona-sales-rep",{"title":203,"use_case":204,"icon_asset_id":205},"Distributors and trading companies","Acting as manufacturer rep for multiple product lines under separate agreements","persona-distributor",{"title":207,"use_case":208,"icon_asset_id":209},"Small business owners","Replacing a handshake arrangement with enforceable commission and territory terms","persona-small-business-owner",{"title":211,"use_case":212,"icon_asset_id":213},"Sales directors and VP of sales","Standardizing rep agreements across a national or international rep network","persona-sales-director",{"title":215,"use_case":216,"icon_asset_id":217},"Startup founders","Building a low-cost sales channel through commission-only reps before hiring internally","persona-startup-founder",[219,223,226,229,233,237,240],{"situation":220,"recommended_template":221,"slug":222},"Granting a rep exclusive rights to a defined territory","Exclusive Manufacturer Representative Agreement","manufacturer-representative-agreement-D12727",{"situation":224,"recommended_template":43,"slug":225},"Appointing multiple reps in the same region without exclusivity","non-exclusive-sales-representative-agreement-D12813",{"situation":227,"recommended_template":84,"slug":228},"Engaging a distributor who takes title to the goods and resells","distribution-agreement-D12544",{"situation":230,"recommended_template":231,"slug":232},"Hiring a commission-only internal salesperson as an employee","Sales Commission Agreement","exclusive-sollicitation-sales-commission-agreement-D1242",{"situation":234,"recommended_template":235,"slug":236},"Appointing a rep to sell internationally across multiple countries","International Sales Representative Agreement","sales-representative-agreement-D556",{"situation":238,"recommended_template":144,"slug":239},"Engaging a stocking rep who holds inventory on consignment","consignment-agreement-D867",{"situation":241,"recommended_template":242,"slug":243},"Appointing an agent with authority to bind contracts on your behalf","Agency Agreement","advertising-agency-agreement-D1223",[245,248,251,254,257,260,263,266,269,272,275],{"term":246,"definition":247},"Manufacturer Representative","An independent contractor who solicits orders for a manufacturer's products within a defined territory in exchange for a commission, without taking title to the goods.",{"term":249,"definition":250},"Territory","The specific geographic area — states, countries, or named accounts — within which the representative is authorized to solicit sales.",{"term":252,"definition":253},"Commission Rate","The percentage of net sales or gross profit paid to the representative as compensation for each order placed by a customer they introduced or managed.",{"term":255,"definition":256},"Exclusivity","A contractual restriction preventing the manufacturer from appointing other representatives within the rep's defined territory for the covered product lines.",{"term":258,"definition":259},"House Accounts","Specific named customers that the manufacturer retains the right to sell to directly, without paying commission to the representative even if the rep is active in that territory.",{"term":261,"definition":262},"Tail Commission (Post-Termination Commission)","Commission owed to a representative on orders placed by customers they introduced, for a defined period after the agreement ends.",{"term":264,"definition":265},"Performance Quota","A minimum sales volume or revenue target the representative must achieve within a defined period to maintain territory rights or exclusivity.",{"term":267,"definition":268},"Chargebacks","Commission amounts previously paid to the representative that the manufacturer claws back due to order cancellations, returns, or non-payment by the customer.",{"term":270,"definition":271},"Independent Contractor Status","The legal classification confirming that the representative operates as a self-employed party, not an employee — meaning the manufacturer does not withhold taxes or provide benefits.",{"term":273,"definition":274},"Non-Solicitation Clause","A post-termination restriction preventing the representative from soliciting the manufacturer's customers for a competing product line for a defined period.",{"term":276,"definition":277},"Principal","The manufacturer or supplier who appoints the representative and whose products are sold under the agreement.",[279,284,289,294,299,304,309,314,319,324],{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Appointment and scope of authority","Establishes the representative's role as an independent agent authorized to solicit orders for specified products — and clarifies what the rep is not authorized to do, such as binding contracts or extending credit.","[MANUFACTURER NAME] hereby appoints [REP NAME] as its non-exclusive / exclusive sales representative for the Products listed in Schedule A within the Territory defined in Schedule B. Representative is authorized to solicit orders only and has no authority to accept orders, make representations, or extend credit on behalf of [MANUFACTURER NAME].","Failing to limit the rep's authority explicitly. Without a clear statement that the rep cannot bind contracts, third parties may argue the rep entered agreements on the manufacturer's behalf, creating unintended liability.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Territory definition","Defines the geographic area or named accounts within which the rep is authorized to operate, and whether the territory is exclusive or non-exclusive.","Territory: The states of [STATE LIST], as set out in Schedule B. This appointment is [exclusive / non-exclusive]. Manufacturer reserves the right to sell directly to House Accounts listed in Schedule C without commission obligation.","Defining territory vaguely as 'the Southeast' or 'the Midwest' without naming specific states. Ambiguous territory definitions are a leading cause of commission disputes and litigation.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Products covered","Lists the specific product lines the rep is authorized to sell and carves out any products the manufacturer handles through other channels.","Representative is authorized to solicit orders for the products listed in Schedule A ('Products') only. Manufacturer may add or remove Products from Schedule A on [30] days' written notice. Products not listed in Schedule A are excluded from this Agreement.","Using an open-ended products clause that covers 'all current and future products.' This prevents the manufacturer from launching new lines through different channels without triggering commission obligations.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Commission rate, calculation, and payment","States the commission percentage, how it is calculated (on gross invoice, net invoice, or collected amounts), when it is earned, and the payment schedule.","Manufacturer shall pay Representative a commission of [X]% of the Net Invoice Amount of each order shipped to a customer within the Territory and accepted by Manufacturer. Commission is earned upon shipment. Payment is due within [30] days of the end of the month in which the order is shipped. 'Net Invoice Amount' means the invoiced price less returns, allowances, and freight.","Not defining when commission is 'earned' — on order placement, shipment, or customer payment. Leaving this undefined means disputes arise every time a customer pays late or cancels after shipment.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Performance quotas and minimum sales targets","Sets minimum sales volume or revenue thresholds the rep must achieve to retain exclusivity or the appointment, and the consequence of missing targets.","Representative shall use commercially reasonable efforts to achieve minimum annual Net Sales of $[AMOUNT] within the Territory ('Quota'). Failure to achieve the Quota in any calendar year shall give Manufacturer the right to convert the appointment to non-exclusive or terminate this Agreement on [60] days' notice.","Setting a Quota with no defined consequence for missing it. Without a stated remedy, the manufacturer has no contractual basis to reduce the territory or end the exclusivity arrangement.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Independent contractor status and expenses","Confirms the rep is an independent contractor, not an employee, and that the rep bears their own operating costs — travel, samples, trade shows — unless otherwise agreed.","Representative is an independent contractor and not an employee, agent, partner, or joint venturer of Manufacturer. Representative is solely responsible for all taxes, insurance, and business expenses incurred in performing services under this Agreement. Manufacturer shall not withhold taxes on commission payments.","Omitting an independent contractor clause and then directing the rep's day-to-day activities — time, methods, and tools — in a way that creates an employee relationship. Misclassification triggers back taxes, benefits liability, and regulatory penalties.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Intellectual property and trademark use","Grants the rep a limited right to use the manufacturer's trademarks and product materials for promotional purposes and restricts any other IP use.","Manufacturer grants Representative a limited, non-exclusive, non-transferable license to use Manufacturer's trademarks, trade names, and product literature solely for soliciting orders under this Agreement. Representative shall not modify, sublicense, or use Manufacturer's IP for any other purpose. This license terminates automatically upon expiration or termination of this Agreement.","Granting a trademark license with no use guidelines or approval right. Reps using the manufacturer's brand inconsistently — wrong colors, wrong context — create trademark dilution risk and customer confusion.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Confidentiality","Obligates the rep to protect the manufacturer's pricing, customer lists, product roadmaps, and trade secrets during and after the agreement.","Representative shall keep confidential all Confidential Information of Manufacturer and shall not disclose or use it for any purpose other than performing under this Agreement. 'Confidential Information' includes pricing, customer data, product specifications, and business strategies. This obligation survives termination for [3] years.","No post-termination survival period on confidentiality. A rep who leaves can immediately share pricing and customer data with a competing line unless the clause explicitly survives the agreement's end.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Termination, notice, and tail commission","States the notice periods for termination with and without cause, what happens to in-flight orders, and the tail commission period during which the rep earns commission on orders from introduced customers.","Either party may terminate this Agreement without cause on [60] days' written notice. Manufacturer may terminate for Cause immediately. Following termination, Representative shall be entitled to commission on orders from Territory customers placed within [90] days of the termination date ('Tail Period'), provided the customer was introduced by Representative prior to termination.","No tail commission provision at all. Without one, a rep who spent months developing a customer relationship receives nothing if the manufacturer terminates just before a large order is placed — creating disputes and potential statutory claims in some US states.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Non-compete and non-solicitation","Restricts the rep from representing competing product lines during the agreement and, for a limited period after termination, from soliciting the manufacturer's customers on behalf of a competitor.","During the term of this Agreement, Representative shall not represent any Competing Product within the Territory without prior written consent. For [12] months following termination, Representative shall not solicit any customer of Manufacturer in the Territory to purchase a Competing Product. 'Competing Product' means [DESCRIPTION].","Defining 'Competing Product' so broadly it covers unrelated product categories. An overreaching definition prevents the rep from earning a living, making the clause likely to be struck down as unreasonable by a court.",[330,335,340,345,350,355,360,365],{"step":331,"title":332,"description":333,"tip":334},1,"Identify both parties with full legal names","Enter the manufacturer's registered legal entity name — not a brand name — and the representative's full legal name or business entity name. Include addresses and, for corporate entities, the state of incorporation.","Confirm the manufacturer entity name matches the name on product invoices. Mismatches create downstream commission payment complications.",{"step":336,"title":337,"description":338,"tip":339},2,"Define the territory precisely in Schedule B","List every state, province, or country covered. If the territory includes named accounts rather than geography, list each account by legal name. Specify whether the appointment is exclusive or non-exclusive and list any house accounts the manufacturer retains.","A map attachment is not a substitute for a written list — courts interpret geographic ambiguity against the drafter.",{"step":341,"title":342,"description":343,"tip":344},3,"List covered products in Schedule A","Enumerate every product line by SKU range, product family, or category name. Add a clause allowing the manufacturer to amend Schedule A on 30 days' notice to preserve flexibility for new product launches.","If the rep will handle only part of the product catalog, a clear product schedule prevents commission disputes on lines they were never authorized to sell.",{"step":346,"title":347,"description":348,"tip":349},4,"Set the commission rate and define 'net invoice amount'","Enter the commission percentage and spell out exactly how the base is calculated — gross invoice, net of returns, net of freight, or net of discounts. State when commission is earned (shipment vs. payment) and the payment cycle.","Defining the commission base in writing prevents the most common rep disputes. 'Net invoice amount' should exclude freight, taxes, and credits that the rep did not influence.",{"step":351,"title":352,"description":353,"tip":354},5,"Set performance quotas and consequences","Enter annual minimum sales targets and specify what happens if they are missed — conversion from exclusive to non-exclusive, territory reduction, or right to terminate. Tie quotas to realistic market data, not aspirational targets.","Quotas set above realistic market potential breed resentment and early termination. Use Year 1 as a ramp year with a lower threshold.",{"step":356,"title":357,"description":358,"tip":359},6,"Confirm independent contractor status and expense responsibility","Review the independent contractor clause and confirm the manufacturer's day-to-day working relationship with the rep is consistent with contractor status — no fixed hours, no direction of methods, no company equipment required.","If you will require the rep to attend weekly sales calls, use company tools, or follow a set schedule, consult an employment lawyer before signing — these factors point toward an employment relationship.",{"step":361,"title":362,"description":363,"tip":364},7,"Set termination notice periods and tail commission window","Enter the notice period for termination without cause (60–90 days is standard for established rep relationships) and the tail commission period (typically 60–120 days). Define 'introduced customer' clearly to avoid tail period disputes.","Several US states — California, Illinois, and others — have rep protection statutes that require prompt post-termination commission payment and impose penalties for non-compliance regardless of what the contract says.",{"step":366,"title":367,"description":368,"tip":369},8,"Sign before the representative begins any sales activity","Both parties must execute the agreement before the rep makes any customer contact on the manufacturer's behalf. Retroactive agreements create disputes over commission on early sales and complicate independent contractor classification.","Use Business in a Box eSign to timestamp execution and store the fully executed copy in BIB Drive alongside Schedule A and Schedule B.",[371,375,379,383,387,391],{"mistake":372,"why_it_matters":373,"fix":374},"Vague or overlapping territory definitions","When two reps each believe they hold rights to a customer or region, commission disputes are inevitable — and litigation to resolve them can cost more than the commissions at stake.","List every state or named account explicitly in Schedule B and confirm no overlap with any other rep agreement before signing.",{"mistake":376,"why_it_matters":377,"fix":378},"No definition of when commission is earned","If the agreement is silent, a rep who introduces a customer and then gets terminated can argue commission is owed on every future order from that customer indefinitely — a claim courts have upheld in some jurisdictions.","State explicitly whether commission is earned on order placement, shipment, or customer payment, and define the tail period precisely.",{"mistake":380,"why_it_matters":381,"fix":382},"Treating the rep as an employee in practice","Requiring a rep to attend mandatory daily meetings, use company equipment, or follow a set schedule creates an employment relationship regardless of what the contract says — triggering tax withholding obligations, benefit liability, and misclassification penalties.","Limit manufacturer direction to outcomes (sales targets, reporting) rather than methods (how, when, and where to work). Review actual working practices against IRS and state-level contractor tests before signing.",{"mistake":384,"why_it_matters":385,"fix":386},"No rep protection statute compliance check","At least 35 US states have enacted sales representative protection statutes that override contract terms on commission payment timing and impose statutory damages — sometimes double or triple the unpaid commission — for non-compliance.","Identify every state where the rep operates and review applicable rep protection statutes before finalizing payment terms and termination provisions.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting chargebacks and returns language","Without chargeback provisions, manufacturers who pay commission on shipment have no contractual basis to recover those amounts when a customer later returns goods or cancels — creating a windfall for the rep at the manufacturer's expense.","Define chargebacks explicitly: commission paid on returned or cancelled orders is deducted from the next commission payment, with a detailed reconciliation statement provided.",{"mistake":392,"why_it_matters":393,"fix":394},"No tail commission clause","A rep who spent 12 months building a customer pipeline and gets terminated just before a major order ships has no protection without a tail commission clause — and will challenge the termination through every available legal channel.","Include a tail commission provision covering orders placed by introduced customers within 90 to 120 days of termination, conditioned on the rep not being terminated for cause.",[396,399,402,405,408,411,414,417,420],{"question":397,"answer":398},"What is a manufacturer representative agreement?","A manufacturer representative agreement is a legally binding contract between a manufacturer or supplier and an independent sales representative who solicits orders for the manufacturer's products within a defined territory in exchange for a commission. Unlike an employee or distributor, a manufacturer rep does not take title to the goods and does not receive a salary — compensation is entirely commission-based. The agreement defines the territory, commission rate, exclusivity, performance targets, and termination conditions.\n",{"question":400,"answer":401},"What is the difference between a manufacturer representative and a distributor?","A manufacturer representative solicits orders on the manufacturer's behalf but never takes title to the goods — the manufacturer invoices the customer directly and ships the product. A distributor purchases inventory from the manufacturer, takes title, and resells it to end customers at a markup. The distinction matters significantly for liability, credit risk, and tax treatment. If your channel partner is carrying and reselling your inventory, use a distribution agreement rather than a rep agreement.\n",{"question":403,"answer":404},"Does a manufacturer representative agreement need to be in writing?","In most US states, no statute requires a manufacturer rep agreement to be written, but operating without one exposes both parties to serious risk. More than 35 states have enacted sales representative protection statutes that impose specific requirements on manufacturers regarding commission payments — and those statutes typically apply regardless of whether a written contract exists. A written agreement is the only reliable way to define territory, commission calculation, and termination rights before a dispute arises.\n",{"question":406,"answer":407},"What commission rate is standard for manufacturer representatives?","Commission rates vary widely by industry and product type. Capital equipment and industrial products typically pay 3–10%. Consumer goods and apparel commonly range from 5–15%. Specialty products with high margins or complex technical sales can run 10–20%. The rate should reflect the rep's role — if they are doing significant technical presales, demonstrations, or post-sale support, a higher rate is justified. Always define the calculation base (gross invoice vs. net of returns and freight) alongside the rate.\n",{"question":409,"answer":410},"Can a manufacturer terminate a rep agreement without paying commission on pending orders?","Generally, no — not without specific contractual language addressing in-flight orders and a tail commission provision. More than 35 US states have sales representative protection statutes that require prompt payment of all commissions earned at the time of termination, including on orders placed before termination that ship afterward. Some statutes impose double or triple damages for non-compliance. Review the statutes in each state where your rep operates before relying on any termination clause.\n",{"question":412,"answer":413},"What is a tail commission and how long should it last?","A tail commission is the commission owed to a representative on orders placed by customers they introduced, for a defined period after the agreement ends. It compensates the rep for pipeline they developed that converts after termination. Typical tail periods range from 60 to 180 days depending on the sales cycle length of the product. For products with long procurement cycles — capital equipment, government contracts — a 6–12 month tail is common. The tail should not apply if the rep is terminated for cause.\n",{"question":415,"answer":416},"How is a manufacturer representative agreement different from an employment contract?","A manufacturer representative agreement engages an independent contractor who operates their own business, sets their own schedule, and is compensated solely by commission. An employment contract creates an employer-employee relationship with corresponding obligations — tax withholding, benefits, overtime, and termination protections. The distinction is determined by the actual working relationship, not the label in the contract. Manufacturers who exercise significant control over a rep's methods risk having the relationship reclassified as employment by the IRS or state labor authorities.\n",{"question":418,"answer":419},"Can a rep represent competing manufacturers?","Only if the agreement permits it. Most manufacturer representative agreements include a non-compete clause prohibiting the rep from representing competing product lines during the term. However, many reps represent multiple non-competing lines simultaneously — this is standard practice and often expected. If you require exclusivity across a broad product category, expect to pay a higher commission rate or a retainer to compensate the rep for the lost opportunity.\n",{"question":421,"answer":422},"What happens to the rep agreement if the manufacturer is acquired?","Unless the agreement contains an assignment clause, a change-of-control event — acquisition, merger, or asset sale — may allow the acquiring entity to assume the agreement or may trigger termination rights for the rep. Manufacturers should include a clause permitting assignment to any successor entity without consent. Representatives should negotiate a change-of-control provision that triggers an extended tail period or enhanced severance payment if the new owner terminates the relationship within 12 months of the transaction.\n",[424,428,432,436,440,444],{"industry":425,"icon_asset_id":426,"specifics":427},"Industrial manufacturing","industry-manufacturing","Technical rep agreements covering capital equipment often include application engineering support obligations, demo unit loan terms, and commission rates tied to project size rather than catalog price.",{"industry":429,"icon_asset_id":430,"specifics":431},"Consumer goods and apparel","industry-retail","Seasonal product lines require territory carve-outs by retail channel (e.g., specialty vs. mass market), chargebacks for markdown allowances, and show-sample expense reimbursement provisions.",{"industry":433,"icon_asset_id":434,"specifics":435},"Medical devices and healthcare","industry-healthtech","Rep agreements must address FDA sales compliance obligations, healthcare anti-kickback statute awareness, credentialing requirements for hospital access, and strict limitations on product claims.",{"industry":437,"icon_asset_id":438,"specifics":439},"Technology and electronics","industry-saas","Fast product-cycle industries require agile Schedule A amendment procedures, demo and evaluation unit tracking obligations, and IP use restrictions covering product specifications and pricing data.",{"industry":441,"icon_asset_id":442,"specifics":443},"Food and beverage","industry-food-beverage","Broker rep agreements in food service cover depletion-based commission tracking, chain account vs. independent account splits, and slotting fee cost-sharing arrangements.",{"industry":445,"icon_asset_id":446,"specifics":447},"Professional services and consulting","industry-professional-services","Service-line rep agreements require careful scope definitions distinguishing commission-eligible referrals from direct client relationships, and often include co-branding and proposal participation terms.",[449,452,455,458],{"vs":84,"vs_template_id":450,"summary":451},"distribution-agreement-D12728","A distribution agreement engages a party who buys your product, takes title, and resells it at a markup — bearing inventory risk and customer credit risk themselves. A manufacturer representative agreement never involves title transfer; the manufacturer invoices customers directly and retains full pricing control. Use a distribution agreement when your channel partner carries stock; use a rep agreement when they solicit orders only.",{"vs":242,"vs_template_id":453,"summary":454},"agency-agreement-D12726","An agency agreement grants the agent authority to bind contracts on the principal's behalf — creating direct legal obligations between the manufacturer and the customer. A manufacturer representative agreement explicitly limits the rep to soliciting orders only, with no authority to bind. The distinction is critical for liability: an agent's commitments are the manufacturer's commitments; a rep's commitments are not.",{"vs":231,"vs_template_id":456,"summary":457},"sales-commission-agreement-D13282","A sales commission agreement typically governs an internal employee or contractor whose commission supplements a base salary. A manufacturer representative agreement is designed for a fully independent external party compensated entirely by commission, operating across a defined territory, often representing multiple lines. The rep agreement includes territory rights, IP licensing, and post-termination tail provisions that a standard commission agreement typically lacks.",{"vs":116,"vs_template_id":459,"summary":460},"independent-contractor-agreement-D160","An independent contractor agreement is a general-purpose engagement document for project-based or service work. A manufacturer representative agreement is a specialized contract covering ongoing sales representation with territory rights, exclusivity, performance quotas, chargebacks, and tail commission provisions specific to the rep relationship. Use a manufacturer rep agreement any time the engagement involves territory-based commission sales of physical products.",{"use_template":462,"template_plus_review":466,"custom_drafted":470},{"best_for":463,"cost":464,"time":465},"Manufacturers or reps formalizing a straightforward domestic rep relationship with a single territory and standard commission structure","Free","30–60 minutes",{"best_for":467,"cost":468,"time":469},"Multi-state or cross-border appointments, exclusive territory grants, or agreements where rep protection statute compliance is critical","$400–$900","2–5 days",{"best_for":471,"cost":472,"time":473},"Regulated industries (medical devices, pharmaceuticals), large national rep networks, or complex commission structures with tiered rates and multiple product schedules","$1,500–$5,000+","1–3 weeks",[475,480,485,490],{"code":476,"name":477,"flag_asset_id":478,"note":479},"us","United States","flag-us","More than 35 states have enacted sales representative protection statutes — including California, Illinois, New York, and Florida — that impose specific deadlines for post-termination commission payment and statutory penalties (often double or triple damages) for non-compliance. These statutes override contract terms in favor of the rep. Governing law selection in the contract does not reliably avoid the statute of the state where the rep physically operates.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"ca","Canada","flag-ca","Canada has no federal equivalent to US state rep protection statutes, but provincial employment standards legislation may apply if the rep relationship is reclassified as employment. Quebec's Civil Code governs agency relationships differently from common-law provinces — Quebec-based rep agreements should be reviewed by Quebec-licensed counsel. GST/HST treatment of commission payments varies by province and should be addressed in the payment clause.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 impose significant mandatory protections on commercial agents in the UK, including rights to compensation or indemnity on termination that cannot be contracted out of. These regulations apply broadly and override contract terms. A UK manufacturer rep agreement must be reviewed against the Regulations before execution — standard North American templates are not sufficient.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"eu","European Union","flag-eu","EU Council Directive 86/653/EEC on self-employed commercial agents provides mandatory minimum rights for agents across all member states, including a right to compensation or indemnity on termination equivalent to up to one year's average commission. Member state implementations vary — Germany, France, and Italy have particularly strong agent protections. Commission payments and termination notice periods must comply with the applicable member state's implementing legislation regardless of any choice-of-law clause.",[228,243,459,232,239,496,497,498,499,236,500,501],"non-disclosure-agreement-nda-D12692","general-non-compete-agreement-D882","exclusive-sales-territory-agreement-D12828","exclusive-distribution-agreement-D1240","joint-venture-agreement-D889","partnership-agreement-D12551",{"emit_how_to":186,"emit_defined_term":186},{"primary_folder":93,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":514},"distribution-and-channel","agreement","general","all-stages",[509,510,511,512,513],"commission","manufacturer-representative","sales-agreement","territory","distribution",0.95,"\u003Ch2>What is a Manufacturer Representative Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Manufacturer Representative Agreement\u003C/strong> is a legally binding contract between a manufacturer or supplier (the "Principal") and an independent sales representative who solicits orders for the manufacturer's products within a defined territory in exchange for a commission. Unlike an employee or distributor, a manufacturer representative operates as an independent contractor — they do not take title to the goods, do not receive a salary, and bear their own business expenses. The manufacturer invoices customers directly and retains full pricing control; the rep earns a percentage of every order that ships to a customer within their territory. This template is a free Word download covering appointment and scope, territory rights, commission calculation, performance quotas, exclusivity, IP licensing, confidentiality, and termination — including tail commission provisions that determine what the rep earns after the agreement ends.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a manufacturer representative relationship without a written agreement is one of the most reliably expensive mistakes in B2B sales channel management. Without a signed contract, there is no agreed definition of territory — meaning two reps can each claim commission on the same order and leave you paying twice. There is no defined commission base, so every return, freight charge, or volume discount becomes a dispute. There is no tail commission period, giving terminated reps strong grounds to claim indefinite entitlement to commission on pipeline they developed. And in more than 35 US states, sales representative protection statutes impose statutory penalties — often double or triple the unpaid commission — on manufacturers who fail to pay on time after termination, regardless of what an informal arrangement said. A properly executed manufacturer representative agreement closes all of these exposures before the first sales call is made, and gives both parties a clear, enforceable record of exactly what was agreed.\u003C/p>\n",1778773476746]