[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-manufacturing-representative-agreement-D14007":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":532},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"MANUFACTURING REPRESENTATIVE AGREEMENT This Manufacturing Representative Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [MANUFACTURER NAME] (the \"Manufacturer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [COMPLETE ADDRESS] AND: [REPRESENTATIVE NAME] (the \"Representative\"), a company/individual organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business/residence located at: [COMPLETE ADDRESS] WHEREAS, the Manufacturer manufactures and sells certain products (the \"Products\") and desires to engage the Representative to promote and sell its Products in the defined territory; and WHEREAS, the Representative agrees to act as a manufacturer's representative for the Manufacturer under the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: APPOINTMENT AND TERRITORY Appointment: The Manufacturer appoints the Representative as its exclusive OR non-exclusive [SELECT ONE] sales representative for the sale of the Products in the following territory (the \"Territory\"): [DEFINE THE TERRITORY, e.g., the states of [STATE], or specific geographic regions]. Products: The Products covered by this Agreement include: [LIST OF PRODUCTS OR PRODUCT CATEGORIES]. The Manufacturer reserves the right to add or remove products from the list of covered Products by giving the Representative [NUMBER OF DAYS] days' prior written notice. Exclusive Rights: The Manufacturer grants the Representative the exclusive OR non-exclusive [SELECT ONE] right to promote, market, and solicit orders for the Products in the Territory. The Manufacturer shall not appoint any other sales representative or directly compete with the Representative for sales in the Territory during the term of this Agreement, except as otherwise provided herein. DUTIES OF THE REPRESENTATIVE 2.1 Sales Promotion: The Representative agrees to use their best efforts to promote, market, and sell the Products in the Territory in accordance with the Manufacturer's guidelines and policies. 2.2 Sales Targets: The Manufacturer and Representative will agree on minimum sales targets or quotas for the sale of the Products in the Territory. The Representative shall make reasonable efforts to meet or exceed the agreed-upon sales targets. 2.3 Reporting: The Representative shall provide the Manufacturer with regular reports, at least [MONTHLY/QUARTERLY], detailing sales activities, customer feedback, market trends, and any other information relevant to the promotion and sale of the Products in the Territory. 2.4 Compliance with Laws: The Representative agrees to comply with all applicable laws, regulations, and industry standards in the Territory in connection with the promotion and sale of the Products. DUTIES OF THE MANUFACTURER 3.1 Supply of Products: The Manufacturer agrees to supply the Products to the Representative or to customers identified by the Representative on a timely basis, subject to the terms of the purchase orders submitted by the Representative. 3.2 Product Information: The Manufacturer shall provide the Representative with all necessary marketing materials, product specifications, pricing information, and training required to promote and sell the Products effectively. 3.3 Support: The Manufacturer agrees to provide reasonable support to the Representative in connection with customer inquiries, technical issues, and other matters related to the sale of the Products. COMMISSION AND PAYMENT 4.1 Commission Structure: As compensation for services rendered under this Agreement, the Manufacturer agrees to pay the Representative a commission of [PERCENTAGE]% of the gross sales revenue for the Products sold within the Territory, as a direct result of the Representative's efforts. 4.2 Payment Terms: The Manufacturer shall pay the Representative the commission within [NUMBER OF DAYS] days following the end of each [MONTH/QUARTER] based on the sales completed during that period. Commission payments shall be accompanied by a statement detailing the sales made, the applicable commission, and any deductions. 4.3 Expenses: Unless otherwise agreed in writing, the Representative shall be responsible for all expenses incurred in connection with the promotion and sale of the Products, including travel, office expenses, and marketing costs.",null,"Manufacturing Representative Agreement","5",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/manufacturing-representative-agreement-D14007.png","https://templates.business-in-a-box.com/imgs/250px/14007.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14007.xml",{"title":15,"description":6},"manufacturing representative agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Partnership Agreements","/templates/partnership-agreement/","Manufacturing Representative Agreement 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Manufacturing","/template/outsourcing-agreement-manufacturing-D898","https://templates.business-in-a-box.com/imgs/250px/898.png",{"label":70,"url":71,"thumb":72,"extension":10},"Toll Manufacturing Agreement","/template/toll-manufacturing-agreement-D12840","https://templates.business-in-a-box.com/imgs/250px/12840.png",{"label":74,"url":75,"thumb":76,"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":78,"url":79,"thumb":80,"extension":10},"Contract Manufacturing Agreement","/template/contract-manufacturing-agreement-D13942","https://templates.business-in-a-box.com/imgs/250px/13942.png",{"label":82,"url":83,"thumb":84,"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",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":9,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":98},"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":93,"description":6},"distribution agreement",[95,97],{"label":18,"url":96},"business-legal-agreements",{"label":18,"url":96},"/template/distribution-agreement-D12544",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":112,"url":113},"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","6",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},[109],{"label":110,"url":111},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":9,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":131},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. 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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":140,"description":6},"non disclosure agreement nda",[142,143],{"label":18,"url":96},{"label":144,"url":145},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":163,"url":164},"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},[157,160],{"label":158,"url":159},"Sales & Marketing","sales-marketing",{"label":161,"url":162},"Marketing & Sales Contracts","marketing-sales-contracts","exclusive sollicitation sales commission agreement","/template/exclusive-sollicitation-sales-commission-agreement-D1242",{"description":166,"descriptionCustom":6,"label":167,"pages":168,"size":9,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":173,"url":177},"EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive 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 1.1 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: 1.2 \"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. 1.3 \"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. 1.4 \"Affiliate means\" any company controlled by, controlling, or under common control with the Company. Affiliate means any person, corporation or other entity: which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) 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 twenty-five percent (25%) or more of any class of the voting stock of which Company, owns, now or hereafter, directly or indirectly, or of which the Company, or a party is, now or hereafter, directly or indirectly, in control. 1.5 \"Customer\" means any person who purchases or leases Products from Distributor. 1.6 \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. 1.7 \"Exhibit\" means an exhibit attached to this agreement. 1.8 \"Goods\" means those items sold, as described below. \"Products\" means Goods, Accessories, and Spare Parts. 1.10 \"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. 1.11 \"Specifications\" means those specifications set forth below. 1.12 \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. 1.13 \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company. APPOINTMENT OF DISTRIBUTOR 2.1 Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. Referrals 3.1 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 Federal Social Security Laws and State Unemployment Compensation 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 5.1 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. ","Exclusive Distribution Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/exclusive-distribution-agreement-D1240.png","https://templates.business-in-a-box.com/imgs/250px/1240.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1240.xml",{"title":173,"description":6},"exclusive distribution agreement",[175,176],{"label":158,"url":159},{"label":161,"url":162},"/template/exclusive-distribution-agreement-D1240",false,{"seo":180,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":255,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":462,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":519,"classification":520},{"meta_title":181,"meta_description":182,"primary_keyword":15,"secondary_keywords":183},"Manufacturing Representative Agreement Template (Free Word)","Free manufacturing representative agreement template. Covers territory, commission, duties, exclusivity, IP, and termination. Used in 190+ countries. Free Word and PDF download.",[184,185,186,187,188,189,190],"manufacturing rep agreement template","sales representative agreement manufacturing","manufacturer rep contract template","independent sales rep agreement","manufacturer representative contract word","exclusive territory sales rep agreement","manufacturing agent agreement",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":178},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Manufacturing Representative Agreement is a legally binding contract between a manufacturer and an independent sales representative — an individual or agency — that authorizes the rep to solicit orders for the manufacturer's products within a defined territory and on defined terms. This free Word download covers territory, commission rates, exclusivity, duties, IP protection, and termination in a single editable document you can export as PDF and execute before the rep makes their first sales call.\n","Use it whenever you engage an independent rep firm or individual to sell your manufactured products in a specific region, channel, or vertical — before the rep begins contacting prospects or quoting your products to buyers. It is also required when expanding into new territories through rep networks rather than direct sales headcount.\n","Appointment and territory clause, products and pricing authority, commission schedule and payment mechanics, rep duties and performance standards, exclusivity and house accounts, confidentiality and IP ownership, term and termination conditions, post-termination commission tail, indemnification, and governing law.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Manufacturers and OEMs","Appointing an independent rep to sell products in a new geographic territory","persona-manufacturer",{"title":208,"use_case":209,"icon_asset_id":210},"Independent rep firms","Formalizing commission terms and territory rights before representing a product line","persona-sales-rep",{"title":212,"use_case":213,"icon_asset_id":214},"Small business owners","Replacing informal rep arrangements with enforceable written contracts","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Building a rep channel to scale product sales without adding full-time headcount","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Sales directors","Standardizing rep agreements across multiple territory reps in a national network","persona-sales-director",{"title":224,"use_case":225,"icon_asset_id":226},"Distributors and wholesalers","Clarifying whether a partner acts as a rep or distributor and documenting the resulting obligations","persona-distributor",[228,232,236,240,244,247,251],{"situation":229,"recommended_template":230,"slug":231},"Rep sells exclusively in one territory with no competing lines","Exclusive Manufacturing Representative Agreement","manufacturing-representative-agreement-D14007",{"situation":233,"recommended_template":234,"slug":235},"Rep carries multiple manufacturer lines in the same territory","Non-Exclusive Manufacturing Representative Agreement","non-exclusive-sales-representative-agreement-D12813",{"situation":237,"recommended_template":238,"slug":239},"Engaging a rep who takes title to goods and resells them","Distributor Agreement","distribution-agreement-D12544",{"situation":241,"recommended_template":242,"slug":243},"Hiring a full-time internal sales employee instead of an independent rep","Employment Contract (Sales)","employment-agreement_at-will-employee-D541",{"situation":245,"recommended_template":101,"slug":246},"Engaging a general independent contractor for project-based sales support","independent-contractor-agreement-D160",{"situation":248,"recommended_template":249,"slug":250},"Appointing a rep to solicit orders internationally across multiple countries","International Sales Representative Agreement","sales-representative-agreement-D556",{"situation":252,"recommended_template":253,"slug":254},"Rep is paid a flat fee per engagement rather than a commission on sales","Sales Consulting Agreement","consulting-agreement---long-D12543",[256,259,262,265,268,271,274,277,280,283,286,289],{"term":257,"definition":258},"Manufacturing Representative","An independent agent or firm that solicits orders for a manufacturer's products in a defined territory, earning a commission on sales — without taking title to or physical possession of the goods.",{"term":260,"definition":261},"Territory","The defined geographic area, named accounts, or industry vertical within which the rep is authorized to solicit orders on behalf of the manufacturer.",{"term":263,"definition":264},"Commission Rate","The percentage of net sales or invoice value paid to the rep as compensation for orders that result in a completed, paid sale.",{"term":266,"definition":267},"Exclusivity","A grant by the manufacturer that no other rep will be appointed within the same territory — typically contingent on the rep meeting minimum sales thresholds.",{"term":269,"definition":270},"House Account","A customer or account that the manufacturer retains the right to service directly, with no commission owed to the territory rep regardless of location.",{"term":272,"definition":273},"Commission Tail","Post-termination commissions owed to the rep on orders placed — or shipped — before or within a defined window after the agreement ends.",{"term":275,"definition":276},"Performance Quota","A minimum annual or quarterly sales volume the rep must achieve to maintain exclusivity or the agreement itself.",{"term":278,"definition":279},"Chargebacks","Reductions to commission already paid when a sale is reversed due to a return, cancellation, or non-payment by the customer.",{"term":281,"definition":282},"Indemnification","A contractual obligation by one party to compensate the other for losses, claims, or legal costs arising from a defined category of conduct — typically the rep's misrepresentations or the manufacturer's product defects.",{"term":284,"definition":285},"Rep Protection Laws","State or provincial statutes — such as Illinois' Sales Representative Act or California's commission protection rules — that impose mandatory payment timelines and penalties for late or unpaid commissions.",{"term":287,"definition":288},"Principal","The manufacturer or vendor on whose behalf the rep acts; the party whose products are being solicited and sold.",{"term":290,"definition":291},"Net Sales","Gross invoice value minus returns, allowances, freight charges, and taxes — the base typically used to calculate commissions.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Appointment and territory","Identifies the rep by legal name, appoints them as the manufacturer's agent to solicit orders, and defines the exact territory — by state, zip code range, named accounts, or industry vertical.","[MANUFACTURER NAME] hereby appoints [REP NAME / FIRM] as its [exclusive / non-exclusive] sales representative for the Territory defined as [GEOGRAPHIC AREA / NAMED ACCOUNTS] for the Products listed in Exhibit A.","Defining the territory vaguely as a region name rather than specific states, counties, or account lists — creating overlap disputes when a second rep is appointed nearby.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Products and pricing authority","Lists the specific product lines the rep may sell and confirms whether the rep has authority to quote prices, offer discounts, or accept orders — or whether all pricing flows through the manufacturer.","Rep is authorized to solicit orders for the Products listed in Exhibit A at the prices and terms set by [MANUFACTURER NAME] from time to time. Rep has no authority to modify pricing, offer discounts exceeding [X]%, or accept orders on [MANUFACTURER NAME]'s behalf without prior written approval.","Granting blanket pricing authority without a discount cap — allowing the rep to agree to terms the manufacturer cannot honor profitably.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Commission schedule and payment mechanics","States the commission rate(s) by product line or account type, defines the base (net invoice value, gross sales, or collected cash), and sets the payment trigger and timing — typically within a set number of days after customer payment is received.","[MANUFACTURER NAME] shall pay Rep a commission of [X]% of Net Sales on Products sold within the Territory. Commissions are earned upon receipt of full payment from the customer and shall be paid within [30] days of the close of the month in which payment is received.","Tying commission payment to shipment rather than customer payment — creating a situation where the rep is paid before the manufacturer collects, exposing the manufacturer to chargeback disputes.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Rep duties and performance standards","Sets out the rep's core obligations — actively soliciting orders, maintaining product knowledge, attending sales meetings, submitting activity reports — and any minimum sales quotas tied to exclusivity or continuation of the agreement.","Rep shall use commercially reasonable efforts to promote and solicit orders for the Products within the Territory, maintain adequate sales staff, provide monthly activity reports to [MANUFACTURER NAME], and achieve minimum annual Net Sales of $[AMOUNT] ('Performance Quota') commencing [DATE].","Omitting a specific performance quota and relying on 'best efforts' language — leaving the manufacturer with no contractual basis to terminate if the rep is inactive.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Exclusivity and house accounts","States whether the appointment is exclusive within the territory and lists any house accounts the manufacturer retains regardless of location — accounts for which no commission is owed to the rep.","The appointment is exclusive within the Territory, provided Rep meets the Performance Quota. The following accounts are designated House Accounts and are excluded from Rep's commission entitlement: [LIST]. [MANUFACTURER NAME] reserves the right to add House Accounts with [30] days' written notice.","No house account clause at all — leaving the manufacturer unable to retain direct relationships with national accounts or key customers without owing the territory rep a commission on every order.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Confidentiality and IP ownership","Prohibits the rep from disclosing the manufacturer's pricing, customer data, product specifications, and trade secrets — and confirms that all IP, including customer contacts developed during the relationship, belongs to the manufacturer.","Rep shall not disclose or use Confidential Information — including pricing, customer lists, product specifications, and technical data — for any purpose other than performing obligations under this Agreement. All customer relationships and data developed by Rep in connection with [MANUFACTURER NAME]'s Products remain the sole property of [MANUFACTURER NAME].","Not addressing customer list ownership — leaving the manufacturer exposed when a rep leaves and claims ownership of the accounts they developed.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Term, termination, and notice","Sets the initial term, automatic renewal conditions, and the notice period required for either party to terminate — plus conditions that allow immediate termination for cause.","This Agreement commences on [START DATE] and continues for an initial term of [ONE YEAR], renewing automatically for successive one-year periods unless either party provides [60] days' written notice of non-renewal. Either party may terminate immediately for Cause, defined as [MATERIAL BREACH / FRAUD / INSOLVENCY].","Setting a short notice period — such as 30 days — without accounting for rep protection statutes in the rep's state that mandate longer notice or severance-like commission continuation regardless of the contract.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Post-termination commission tail","Defines the period after termination during which the rep remains entitled to commissions on orders placed before the termination date or on open quotes that convert to orders within a defined window.","Following termination, Rep shall be entitled to commissions on (a) orders accepted by [MANUFACTURER NAME] prior to the effective termination date and (b) orders resulting from quotes submitted by Rep within [90] days before termination that are accepted within [60] days after termination.","No commission tail clause — creating a dispute on every termination over whether the rep is owed commissions on pending deals, which courts often resolve in the rep's favor under rep protection statutes.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Indemnification and limitation of liability","Allocates risk between the parties: the rep indemnifies the manufacturer for claims arising from the rep's misrepresentations; the manufacturer indemnifies the rep for product liability claims. Caps total liability at a stated dollar amount or multiples of commissions paid.","Rep shall indemnify [MANUFACTURER NAME] against claims arising from Rep's unauthorized representations or actions. [MANUFACTURER NAME] shall indemnify Rep against product liability claims arising from defects in the Products. Neither party's liability shall exceed the total commissions paid in the [12] months preceding the claim.","No liability cap — exposing the manufacturer to unlimited indemnity claims from a rep who makes an unauthorized representation to a major customer.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law and dispute resolution","Specifies which state or country's law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or courts — including venue.","This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing state without considering whether that state's rep protection law applies regardless of the choice-of-law clause — California, Illinois, and several other states apply their statutes to protect reps working within those states even if the contract nominates a different state's law.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify both parties with full legal names","Enter the manufacturer's registered legal entity name and the rep's legal name or firm name. Confirm whether the rep is an individual, a sole proprietor, or a corporate entity, and include the state of formation.","Confirm the rep's entity type before signing — a rep operating through an LLC has different indemnification exposure than an individual, which affects your insurance and liability analysis.",{"step":350,"title":351,"description":352,"tip":353},2,"Define the territory precisely","List specific states, zip codes, named accounts, or industry verticals. Attach a map or account list as an exhibit if the territory is complex. Avoid regional descriptions like 'the Southeast' without naming the states.","If you use named accounts rather than geography, include a process for adding or removing accounts so you are not locked into an outdated list.",{"step":355,"title":356,"description":357,"tip":358},3,"List all products and confirm pricing authority","Attach a product exhibit listing every line the rep may sell, along with current price lists. Specify whether the rep may quote prices directly or must route all quotes through your sales desk.","Reserve the right to update the product exhibit and price list by written notice without requiring a contract amendment — markets and product lines change frequently.",{"step":360,"title":361,"description":362,"tip":363},4,"Set the commission rate, base, and payment timing","State the rate as a percentage of net sales for each product category or account type. Define net sales explicitly — gross invoice less returns, freight, and taxes. Set a specific payment date, such as the 30th day after the month in which customer payment is received.","If you have multiple product lines at different margin levels, use a tiered commission schedule in Exhibit B rather than a flat rate — this keeps high-margin lines from subsidizing low-margin ones.",{"step":365,"title":366,"description":367,"tip":368},5,"Set the performance quota and exclusivity conditions","Enter the minimum annual net sales figure that triggers exclusivity. Include a cure period — typically 60 days — before exclusivity automatically converts to non-exclusive if the quota is missed.","Set the first-year quota at a level the rep can realistically achieve during the ramp period — an unreachable quota invites early termination disputes.",{"step":370,"title":371,"description":372,"tip":373},6,"List house accounts and reservation of rights","Name every account the manufacturer will service directly, and include language allowing you to add national accounts with reasonable notice.","Review your current customer list before finalizing — a large account that expands into the rep's territory after signing could trigger an unexpected commission obligation if it is not listed.",{"step":375,"title":376,"description":377,"tip":378},7,"Set the term, notice periods, and termination triggers","Choose an initial term of one or two years with automatic renewal. Set a notice period of at least 60 days for non-renewal. Define cause for immediate termination — material breach, fraud, insolvency, or conviction of a felony.","Check the rep protection statutes in the states where the rep will operate before finalizing notice periods — some states mandate 30, 60, or 90 days regardless of the contract.",{"step":380,"title":381,"description":382,"tip":383},8,"Execute before the rep contacts any prospects","Both parties must sign the agreement before the rep makes any sales calls, quotes products, or represents the manufacturer to any buyer. Retroactive agreements are difficult to enforce and create ambiguity on commissions already earned.","Use a digital signature platform to timestamp execution and store the fully executed copy alongside the product and territory exhibits.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Vague territory definition","When a second rep is appointed in an adjacent area and territories overlap, the manufacturer faces dual commission claims on the same orders with no contractual basis to resolve them.","Define territory by specific states, counties, or named account lists — and attach a signed exhibit so both parties acknowledge the exact scope at execution.",{"mistake":390,"why_it_matters":391,"fix":392},"No performance quota or minimum sales threshold","A rep who generates little activity cannot be terminated for non-performance if the contract only requires 'best efforts' — courts interpret that standard generously in the rep's favor.","Include an objective annual net sales minimum with a cure period and an automatic conversion from exclusive to non-exclusive if the quota is missed for two consecutive quarters.",{"mistake":394,"why_it_matters":395,"fix":396},"Ignoring state rep protection statutes","At least 35 US states have enacted sales representative protection acts that override contract terms — mandating timely commission payment, minimum notice of termination, and penalties of two to three times unpaid commissions.","Identify every state where the rep will work and review applicable rep protection laws before finalizing termination notice periods, commission payment timelines, and the governing-law clause.",{"mistake":398,"why_it_matters":399,"fix":400},"No post-termination commission tail","Without a defined tail period, every termination produces a dispute over open quotes and pipeline deals that the rep claims to have generated — disputes that typically end in the rep's favor under rep protection statutes.","Include a commission tail covering orders accepted before termination and quotes submitted within 90 days before termination that convert to orders within 60 days after — with a clear cutoff date for both.",{"mistake":402,"why_it_matters":403,"fix":404},"No house account clause","If national accounts or direct customers are not carved out explicitly, the rep may claim commissions on every order placed by any customer physically located in the territory, including accounts the manufacturer has serviced for years.","List all current house accounts in a signed exhibit at execution and reserve the right to designate additional national accounts with 30 days' written notice.",{"mistake":406,"why_it_matters":407,"fix":408},"Treating the rep as an employee in the agreement's language","Language like 'Rep shall work Monday through Friday' or 'Rep shall attend all company meetings' signals an employment relationship, which can trigger misclassification liability for payroll taxes, benefits, and workers' compensation.","Use language confirming the rep is an independent contractor who controls their own schedule, methods, and staffing — and include an explicit independent-contractor status clause.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a manufacturing representative agreement?","A manufacturing representative agreement is a legally binding contract between a manufacturer and an independent sales representative that authorizes the rep to solicit orders for the manufacturer's products within a defined territory, in exchange for a commission on completed sales. The rep does not take title to or inventory the products — they act as an agent who connects buyers to the manufacturer and earns a percentage of net sales when orders are accepted and paid.\n",{"question":414,"answer":415},"What is the difference between a manufacturing rep and a distributor?","A manufacturing rep solicits orders on the manufacturer's behalf but never takes title to the goods — the manufacturer invoices the customer directly and pays the rep a commission. A distributor purchases the product outright, takes title, holds inventory, and resells at a margin. The distinction matters for pricing control, credit risk, tax treatment, and the applicable legal framework. If your partner takes title and holds stock, use a distribution agreement rather than a rep agreement.\n",{"question":417,"answer":418},"Does a manufacturing representative agreement need to be in writing?","In many US states and Canadian provinces, a written agreement is legally required — and in states with sales representative protection acts, the absence of a written contract does not eliminate the manufacturer's commission obligation. Courts in those jurisdictions will imply commission terms from the parties' course of dealing. A written agreement protects both sides by making territory, rate, payment timing, and termination obligations unambiguous before any dispute arises.\n",{"question":420,"answer":421},"What commission rate is typical for a manufacturing rep?","Commission rates typically range from 3% to 20% of net sales, depending on product category, margin levels, deal complexity, and whether the rep is exclusive. Industrial and capital equipment reps typically earn 5–10%, while consumer goods or commodity lines often pay 3–5%. High-margin or specialty products may justify 10–15%. The rate should reflect the rep's cost of coverage and the manufacturer's gross margin — a rate that leaves the manufacturer underwater on low-margin lines creates immediate friction.\n",{"question":423,"answer":424},"What happens to commissions when the agreement is terminated?","The rep is generally entitled to commissions on orders accepted before the termination date, and in many states, on orders resulting from the rep's quotes or introductions that convert to sales within a defined period after termination — the commission tail. At least 35 US states have rep protection statutes that impose penalties of two to three times unpaid commissions for manufacturers who withhold earned commissions after termination. Always include an explicit post-termination commission tail clause to define the cutoff precisely.\n",{"question":426,"answer":427},"Can a manufacturer terminate a rep agreement at will?","At-will termination clauses are common but not always enforceable as written. Many state rep protection laws require a minimum notice period — often 30 to 90 days — regardless of the contract, and some require the manufacturer to pay earned commissions through to the end of a reasonable notice period even if the contract says otherwise. Illinois, California, New York, and Massachusetts each have statutes that vary in their protections. Review the laws in every state where the rep operates before relying on a short notice period.\n",{"question":429,"answer":430},"Should a manufacturing rep agreement include a non-compete clause?","Many manufacturers include a clause prohibiting the rep from carrying directly competing product lines during the term, which courts generally uphold as a reasonable restriction on an active business relationship. Post-termination non-competes for independent reps face the same enforceability challenges as those in employment contracts — they must be reasonable in duration and scope to survive judicial scrutiny, and California, Minnesota, and several other states restrict them significantly.\n",{"question":432,"answer":433},"Who owns the customer relationships and contact data developed by the rep?","Without an explicit clause, this is a genuine dispute risk. Reps often argue they own the relationships they personally built; manufacturers argue the customers were acquired on the manufacturer's behalf and belong to the principal. Include a clause stating that all customer data, contact information, and business relationships developed in connection with the manufacturer's products are the manufacturer's property — and require the rep to return or delete that data upon termination.\n",{"question":435,"answer":436},"Do I need a lawyer to prepare a manufacturing representative agreement?","For straightforward domestic rep arrangements with a single territory and a standard commission structure, a high-quality template is a solid foundation. Engage a lawyer when the rep operates in multiple states with varying rep protection laws, when significant exclusivity or minimum purchase obligations are involved, when the rep handles sensitive IP or proprietary product data, or when the commission potential is material enough that a dispute would be costly. A 1–2 hour template review typically costs $400–$800 and is worthwhile for any rep network generating over $500K in annual sales.\n",[438,442,446,450,454,458],{"industry":439,"icon_asset_id":440,"specifics":441},"Industrial and Capital Equipment","industry-manufacturing","Long sales cycles and large deal sizes make commission tail provisions and house account carve-outs for national OEM accounts critical components of the agreement.",{"industry":443,"icon_asset_id":444,"specifics":445},"Consumer Products and FMCG","industry-retail","High-volume, low-margin lines require precise net sales definitions — excluding promotional allowances, freight, and slotting fees — to prevent commission erosion disputes with retail channel reps.",{"industry":447,"icon_asset_id":448,"specifics":449},"Medical Devices and Life Sciences","industry-healthtech","FDA regulatory constraints limit what reps may represent about product capabilities; confidentiality and IP clauses must extend to clinical data, and rep credentials and training requirements are often contractually required.",{"industry":451,"icon_asset_id":452,"specifics":453},"Electronics and Technology Components","industry-saas","Rapid product obsolescence and frequent price changes require the manufacturer to retain unilateral authority to update price lists and discontinue product lines without triggering commission entitlements on cancelled SKUs.",{"industry":455,"icon_asset_id":456,"specifics":457},"Building Materials and Construction Products","industry-construction","Project-based selling creates complex commission attribution questions when the same project is quoted by multiple parties; a clear order-of-introduction rule in the agreement prevents dual commission claims.",{"industry":459,"icon_asset_id":460,"specifics":461},"Food and Beverage","industry-food-beverage","Distributor versus rep classification is frequently contested in this sector; the agreement must clearly confirm the rep never takes title or handles returns, and must address promotional fund obligations separately.",[463,466,468,471],{"vs":87,"vs_template_id":464,"summary":465},"distribution-agreement-D181","A distribution agreement appoints a distributor who purchases inventory outright, takes title, and resells at a margin they control. A manufacturing representative agreement appoints an agent who solicits orders without taking title — the manufacturer invoices the customer and pays a commission. Use a rep agreement when you want to retain pricing control and direct customer relationships; use a distribution agreement when you want a partner to absorb inventory risk.",{"vs":101,"vs_template_id":246,"summary":467},"A general independent contractor agreement covers project-based or service-based work for a fee. A manufacturing representative agreement is purpose-built for commission-based product sales — with territory rights, commission schedules, performance quotas, house accounts, and rep protection law compliance. Using a generic contractor agreement for a rep relationship leaves commission terms, territory, and post-termination obligations dangerously vague.",{"vs":469,"vs_template_id":243,"summary":470},"Sales Employment Contract","An employment contract creates an employer-employee relationship with payroll tax obligations, benefit entitlements, workers' compensation coverage, and at-will termination rights. A manufacturing representative agreement creates an independent contractor relationship with no employment entitlements. Misclassifying a rep as an independent contractor when the working relationship resembles employment triggers IRS and state labor penalties — the level of behavioral and financial control the manufacturer exercises is the key distinction.",{"vs":472,"vs_template_id":473,"summary":474},"Agency Agreement","D{AGENCY_AGREEMENT_ID}","A general agency agreement grants an agent broad authority to act on behalf of a principal — potentially including the authority to bind the principal to contracts. A manufacturing representative agreement typically limits the rep to soliciting orders only, with no authority to accept orders or modify terms on the manufacturer's behalf. The narrower scope protects the manufacturer from unauthorized commitments made by the rep in the field.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Single-territory domestic rep arrangements with a standard commission structure and no complex exclusivity terms","Free","30–45 minutes",{"best_for":481,"cost":482,"time":483},"Multi-state rep networks, arrangements with performance quotas tied to exclusivity, or reps operating in states with robust rep protection statutes","$400–$800 for a 1–2 hour attorney review","2–5 days",{"best_for":485,"cost":486,"time":487},"International rep arrangements, high-value capital equipment lines, or situations involving significant IP exposure or complex multi-tier commission structures","$1,500–$4,000+","1–3 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","At least 35 states have enacted sales representative protection statutes that override contract terms on commission payment timing and termination notice. Illinois, California, New York, and Michigan impose penalties of two to three times unpaid commissions for violations. California's choice-of-law rules mean that a California-based rep may be entitled to California protections regardless of the governing-law clause. Review the statutes in every state where the rep will physically work before finalizing notice periods and payment timing.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Canada does not have a unified federal rep protection statute, but provincial employment standards legislation may apply if the rep's working conditions resemble employment rather than independent contracting. Quebec requires that agreements with commercial agents working in the province be compatible with the Civil Code of Quebec, which imposes its own agency and mandate rules. Commission payment obligations and reasonable notice of termination are implied by common law even without a written contract.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 govern manufacturers' representatives in the UK and cannot be contracted out of. Key protections include mandatory minimum notice periods (one month per year of service, up to three months), a right to compensation or indemnity on termination equivalent to one to two years' average annual commission, and a requirement that commissions be paid no later than the last day of the month following the quarter in which they are earned. These rights apply regardless of what the written agreement says.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","The EU Commercial Agents Directive (86/653/EEC), implemented across all member states, grants commercial agents a mandatory right to indemnity or compensation on termination — typically one year's average annual remuneration. Member states vary in whether they default to the indemnity or compensation model; Germany applies indemnity, France applies compensation. Commission must be paid no later than the last day of the month following the quarter in which the transaction was completed. These protections cannot be waived by contract and apply to any agreement where the agent works within an EU member state.",[239,246,243,510,511,512,513,514,515,516,517,518],"non-disclosure-agreement-nda-D12692","exclusive-sollicitation-sales-commission-agreement-D1242","exclusive-distribution-agreement-D1240","purchase-order-D1411","advertising-agency-agreement-D1223","general-non-compete-agreement-D882","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","sales-invoice-D383",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":96,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"distribution-and-channel","agreement","manufacturing","all-stages",[526,527,528,529,530],"commission","manufacturing-representative","sales-agreement","distribution-channel","territory",0.95,"\u003Ch2>What is a Manufacturing Representative Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Manufacturing Representative Agreement\u003C/strong> is a legally binding contract between a manufacturer — the principal — and an independent sales representative or rep firm that authorizes the rep to solicit orders for the manufacturer's products within a defined territory, in exchange for a commission on completed sales. Unlike a distributor, the rep never takes title to or physically handles the goods: the manufacturer invoices the customer directly, fulfills the order, and pays the rep a percentage of net sales once payment is collected. The agreement governs every material dimension of the relationship — territory rights, commission rates and payment timing, performance quotas, house accounts, confidentiality, IP ownership, and the conditions under which either party may end the arrangement.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a rep relationship without a written agreement exposes the manufacturer to commission disputes on every sale, every termination, and every account the rep ever contacted. At least 35 US states have enacted rep protection statutes that impose penalties of two to three times unpaid commissions — and those statutes apply regardless of what an informal arrangement says, or doesn't say. Without a written territory definition, a second rep appointment triggers dual commission claims with no contractual basis for resolution. Without a commission tail clause, every termination produces a pipeline dispute that courts routinely resolve in the rep's favor. Without a house account carve-out, a national account that places an order from within the rep's zip code may generate an unexpected commission obligation on business the manufacturer has serviced for years. This template gives manufacturers and reps a clear, enforceable starting point that addresses all of these risks — reducing the cost and uncertainty of a relationship that, at its best, drives significant revenue for both sides.\u003C/p>\n",1781185999819]