[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-non-exclusive-sales-representative-agreement-D12813":3},{"document":4,"label":22,"preview":11,"thumb":23,"thumb600":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":174,"customdescription":6,"mdFm":175,"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":21},"NON-EXCLUSIVE SALES REPRESENTATIVE AGREEMENT This Non-Exclusive Sales Representative Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SALES REPRESENTATIVE NAME] (the \"Sales Representative\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Sales Representative agrees to: Represent and sell the Company's products/services in the geographic area known as [Area name]. Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. Return promptly all materials and samples provided by the Company to the Representative, if either party terminates this agreement. 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Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":92,"description":6},"distribution agreement",[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":18,"url":95},"/template/distribution-agreement-D12544",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":102,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":107,"keywords":111,"url":112},"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},[108],{"label":109,"url":110},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":9,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":122,"keywords":121,"url":127},"REFERRAL AGREEMENT This Referral Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF REFERRER] (the \"Referrer\"), an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Referrer shall be referred to as the \"Parties.\" WHEREAS, the Company is engaged in the business of [SPECIFY THE BUSINESS] (the \"Services\"); and WHEREAS, the Referrer desires to refer potential clients (\"Referrals\") of the Services to the Company in exchange for a commission on any revenue generated by the Company as a result of such Introductions; NOW, THEREFORE, the Parties agree as follows: REFERRALS During the Term, the Referrer will make Introductions (as defined in Exhibit A) of the Company to potential clients for purposes of promoting the Services to such potential clients. The Referrer will use its professional judgment as to the appropriateness of a particular Introduction (recognizing that some Introductions may not be appropriate at a particular time or at any time). The Company will meet or conference and negotiate independently with a potential client after an Introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Referrer may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an Introduction. Further, the Company will have sole discretion to enter into or not enter into an arrangement with a potential client. COMMISSION During the Term, the Company will pay the Referrer a commission (the \"Compensation\") on \"Collection Service Revenue\" generated because of Introductions by the Referrer in accordance with Exhibit A. The Compensation shall be considered complete consideration for all Referrals made during the Term. The Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company. TERM AND TERMINATION The Term (the \"Initial Term\") of this Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER OF MONTHS] months. Prior to the end of the Initial Term and each \"Renewal Term\" (as hereafter defined), this Agreement will automatically extend for an additional [NUMBER OF MONTHS] month period (each, a \"Renewal Term\") unless either Party sends the other Party a notice of non-renewal at least [NUMBER OF DAYS] days prior to the expiration of the \"Term\" (as hereafter defined). The Initial Term and any Renewal Terms shall be collectively referred to herein as the \"Term.\" This Agreement may be terminated by either party upon [NUMBER OF DAYS] days' prior written notice. The following provisions shall survive the Termination Date: Representations and Warranties, Indemnification, Limitation of Liability, Confidentiality, Non-Competition and Non-Solicitation. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Referrer each expressly agree and understand that they are creating an independent contractor relationship, and that the Referrer shall not be considered an employee of the Company for any purpose. The Referrer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Referrer is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the Services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Referrer from performing Services for other clients or businesses, provided, however, that during the Term of this Agreement, the Referrer shall not apply, bid, or contract for, or undertake any employment, independent contractor work or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Referrer will notify the Company immediately if, during the Term, he engages, or proposes to engage, in the performance of Services for any competitor of the Company, or any vendor to or customer of the Company. If the Referrer performs Services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, the Referrer must fully disclose in advance to the Company the terms of any proposed or actual Services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Referrer. REPRESENTATIONS AND WARRANTIES Each of the Referrer and the Company represents and warrants that: it has the right to enter into this Agreement and the right to grant the rights granted herein; it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement; during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and it is not a party to any pending claims or litigation which might affect its performance of this Agreement. The Referrer shall provide the Referrer Services diligently and as per industry standards. The Referrer shall not provide misleading information about the Company or its Services to any third party. The Referrer shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the Services. The Referrer shall conduct itself in a professional manner while performing the Referrer Services for the Company. The Referrer hereby represents and warrants that, as of the date hereof and continuing throughout the Term of this Agreement, they are not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the Referrer Services contemplated hereunder. Except as specifically set forth in this Agreement, to the maximum extent permitted by law, each Party disclaims all warranties and representations, whether express, implied, or statutory, with respect to the marketing services provided to the other Party and other obligations undertaken hereunder, including without limitation, the implied warranties of merchantability, fitness for a particular purpose (even if the Referrer has been informed of such purpose), or warranties arising from a course of dealing, usage or trade practice","Referral Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/referral-agreement-D13279.png","https://templates.business-in-a-box.com/imgs/250px/13279.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13279.xml",{"title":121,"description":6},"referral agreement",[123,124],{"label":18,"url":95},{"label":125,"url":126},"Partnership Agreements","partnership-agreement","/template/referral-agreement-D13279",{"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},"RESELLER AGREEMENT This Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement","18",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[138,139],{"label":18,"url":95},{"label":18,"url":95},"reseller agreement","/template/reseller-agreement-D5202",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":9,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":156},"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":150,"description":6},"non disclosure agreement nda",[152,153],{"label":18,"url":95},{"label":154,"url":155},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":158,"descriptionCustom":6,"label":159,"pages":116,"size":9,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":164,"url":173},"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. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":164,"description":6},"employment agreement_at will employee",[166,169,172],{"label":167,"url":168},"Human Resources","human-resources",{"label":170,"url":171},"Hire an Employee","hire-employee",{"label":18,"url":95},"/template/employment-agreement_at-will-employee-D541",false,{"seo":176,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":248,"clauses":279,"how_to_fill":329,"common_mistakes":370,"faqs":395,"industries":423,"comparisons":448,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":502,"classification":503},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Non-Exclusive Sales Representative Agreement Template (Free Word)","Free non-exclusive sales representative agreement template. Covers territory, commission, duties, IP, termination, and more. Used in 190+ countries. Free Word and PDF download.","non-exclusive sales representative agreement template",[181,182,183,184,185,186],"non exclusive sales rep contract","sales rep agreement template word","independent sales representative contract","manufacturer sales rep agreement","non exclusive sales agent agreement","sales representative contract free download",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"medium",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Non-Exclusive Sales Representative Agreement is a legally binding contract between a company (the principal) and an independent sales representative who is authorized to solicit orders or sell the company's products or services within a defined territory — without being granted exclusivity over that territory. This free Word download covers commission structure, territory, duties, IP protection, and termination in a single ready-to-edit document you can export as PDF and execute immediately.\n","Use it when engaging an independent sales rep to expand distribution in a new region or channel while retaining the right to sell — or appoint additional reps — in that same territory. It is also appropriate when testing a new market with a rep before committing to an exclusive arrangement.\n","Appointment and territory clauses, commission rates and payment schedule, rep duties and performance expectations, IP and confidentiality obligations, non-solicitation restrictions, termination conditions and tail commissions, and governing law. The agreement clearly establishes independent contractor status to protect both parties from misclassification liability.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Manufacturers and product companies","Appointing regional reps to sell products without granting territorial exclusivity","persona-manufacturer",{"title":204,"use_case":205,"icon_asset_id":206},"SaaS and software companies","Engaging channel sales reps to source leads and close deals in parallel markets","persona-saas-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Distributors and wholesalers","Formalizing commission arrangements with freelance or part-time sales agents","persona-distributor",{"title":212,"use_case":213,"icon_asset_id":214},"Professional services firms","Using referral-based sales reps to generate introductions and close retainer contracts","persona-professional-services",{"title":216,"use_case":217,"icon_asset_id":218},"International exporters","Appointing local market reps in foreign countries without locking in exclusivity","persona-international-employer",{"title":220,"use_case":221,"icon_asset_id":222},"Startup founders","Building an early sales network of commission-only reps before hiring in-house staff","persona-startup-founder",[224,228,231,235,238,242,245],{"situation":225,"recommended_template":226,"slug":227},"Granting a single rep exclusive rights in a defined territory","Exclusive Sales Representative Agreement","non-exclusive-sales-representative-agreement-D12813",{"situation":229,"recommended_template":86,"slug":230},"Appointing a distributor who takes title to goods and resells them","distribution-agreement-D12544",{"situation":232,"recommended_template":233,"slug":234},"Engaging an agent authorized to bind the company to contracts","Commercial Agency Agreement","advertising-agency-agreement-D1223",{"situation":236,"recommended_template":115,"slug":237},"Paying a flat referral fee rather than an ongoing commission","referral-agreement-D13279",{"situation":239,"recommended_template":240,"slug":241},"Hiring a full-time employee in a sales role","Employment Contract","employment-agreement_at-will-employee-D541",{"situation":243,"recommended_template":100,"slug":244},"Engaging an independent contractor for a broader scope of work","independent-contractor-agreement-D160",{"situation":246,"recommended_template":130,"slug":247},"Formalizing a reseller relationship for software or digital products","reseller-agreement-D5202",[249,252,255,258,261,264,267,270,273,276],{"term":250,"definition":251},"Principal","The company or individual who appoints the sales representative and whose products or services are being sold.",{"term":253,"definition":254},"Sales Representative","An independent contractor authorized to solicit orders or close sales on behalf of the principal in exchange for commission.",{"term":256,"definition":257},"Non-Exclusive Appointment","An authorization that allows the principal to sell directly, or appoint additional reps, in the same territory as the sales representative.",{"term":259,"definition":260},"Territory","The geographic region, market segment, or account list within which the sales rep is authorized to solicit business.",{"term":262,"definition":263},"Commission Rate","The percentage of a sale's net or gross value paid to the rep as compensation upon a qualifying transaction.",{"term":265,"definition":266},"Tail Commission","Commission owed on orders submitted or leads introduced before termination that close within a defined period after the agreement ends.",{"term":268,"definition":269},"Independent Contractor Status","A classification establishing that the rep is not an employee — they set their own hours, bear their own expenses, and receive no employment benefits.",{"term":271,"definition":272},"Indemnification","A contractual obligation for one party to compensate the other for losses, damages, or liabilities arising from defined actions or breaches.",{"term":274,"definition":275},"Non-Solicitation","A post-termination restriction preventing the rep from soliciting the principal's customers or employees for a defined period.",{"term":277,"definition":278},"Confidential Information","Non-public business information — including pricing, customer lists, and product roadmaps — that the rep is prohibited from disclosing or using outside the scope of the agreement.",[280,285,289,294,299,304,309,314,319,324],{"name":281,"plain_english":282,"sample_language":283,"common_mistake":284},"Appointment and scope","Identifies the principal and representative, confirms the non-exclusive nature of the appointment, and describes the products or services the rep is authorized to sell.","[COMPANY NAME] ('Principal') hereby appoints [REP NAME OR ENTITY] ('Representative') on a non-exclusive basis to solicit orders for the products listed in Schedule A within the Territory. Principal retains the right to sell directly and to appoint additional representatives in the Territory.","Failing to list the authorized products explicitly. A vague scope clause allows disputes over whether a new product line is covered, potentially triggering commission claims the principal never intended.",{"name":259,"plain_english":286,"sample_language":287,"common_mistake":288},"Defines the geographic area, named accounts, or market segment where the rep may solicit sales — and clarifies that no exclusivity is granted.","Territory means [GEOGRAPHIC DESCRIPTION / LIST OF ACCOUNTS / MARKET SEGMENT]. This appointment is non-exclusive. Principal may sell and appoint other representatives within the Territory without obligation to Representative.","Leaving the territory undefined or using imprecise language like 'the eastern region.' Ambiguous territory definitions lead to commission disputes when the principal closes a deal the rep believes fell within their scope.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Representative duties and performance","Sets out the rep's obligations — active solicitation, reporting, attending training, and maintaining product knowledge — along with any minimum sales targets.","Representative shall use commercially reasonable efforts to promote and solicit orders for the Products within the Territory. Representative shall submit monthly activity reports by the [X]th of each month and attend [X] product training sessions per year. Minimum quota: $[X] in annual net sales.","Omitting minimum performance targets. Without them, the principal has no contractual basis to terminate a rep who generates little or no revenue.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Commission rate and payment","Specifies the commission percentage, the base (net or gross revenue), the trigger event (order placement or cash receipt), and the payment schedule.","Principal shall pay Representative a commission of [X]% of the net invoice value of all orders accepted and paid for by customers introduced by Representative. Commissions are earned upon receipt of full customer payment and are paid within [30] days of month-end.","Tying commission to order placement rather than customer payment. This creates an obligation to pay even on orders that are returned, cancelled, or unpaid — directly harming the principal's cash flow.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Expenses and resources","Clarifies that the rep bears their own business expenses unless specific items are pre-approved in writing, reinforcing independent contractor status.","Representative shall bear all costs and expenses incurred in performing this Agreement, including travel, communication, and promotional costs, unless pre-approved in writing by Principal. Principal may, at its discretion, provide product samples and marketing materials.","Reimbursing all rep expenses without a pre-approval requirement. Unrestricted expense reimbursement undermines independent contractor classification and can be treated as an employee benefit by tax authorities.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Independent contractor status","Explicitly establishes that the rep is an independent contractor, not an employee, and has no authority to bind the principal to any contract or obligation.","Representative is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Representative has no authority to accept orders, make representations, or incur liabilities on behalf of Principal without prior written consent.","Including contractor classification language but simultaneously controlling how and when the rep works. Courts look past contract labels — if the principal dictates work hours or methods, misclassification risk remains regardless of the written clause.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Intellectual property and confidentiality","Prohibits the rep from using the principal's trademarks, trade secrets, customer data, and proprietary materials beyond the scope of the agreement, both during and after the term.","Representative shall not use Principal's trademarks, trade names, or marketing materials except as expressly authorized. All Confidential Information remains the sole property of Principal. Representative shall not disclose or use Confidential Information for any purpose other than performing this Agreement.","No post-termination confidentiality obligation. A rep who leaves with a customer list or pricing data can hand it directly to a competitor without recourse unless the clause explicitly survives termination.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Non-solicitation","Prevents the rep from soliciting the principal's customers or employees for a defined period after the agreement ends.","For [12] months following termination, Representative shall not, directly or indirectly, solicit or accept business from any customer or prospect contacted by Representative in connection with this Agreement, or solicit any employee of Principal.","Using a non-compete instead of a non-solicitation clause. Broad non-competes for independent sales reps are routinely struck down; a narrowly drafted non-solicitation targeting specific customer relationships is far more consistently enforced.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Term, termination, and tail commissions","Sets the initial contract term, renewal mechanics, notice periods for termination, grounds for immediate termination for cause, and the period during which the rep earns commission on post-termination sales.","This Agreement commences on [DATE] and continues for [1 year], renewing automatically unless either party provides [30] days' written notice. Principal may terminate immediately for cause. Upon termination, Representative shall receive commission on orders placed by introduced customers within [90] days of the termination date.","No tail commission clause. If the rep introduced a major customer who closes a deal two weeks after termination, the absence of a tail period leads to a dispute — courts have awarded commissions without a written provision.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Indemnification and limitation of liability","Allocates risk between the parties — each indemnifies the other for losses caused by their own actions — and caps the principal's liability at the commissions paid in the prior 12 months.","Each party shall indemnify the other against claims arising from its own acts, omissions, or breach of this Agreement. Principal's aggregate liability shall not exceed the total commissions paid to Representative in the [12] months preceding the claim.","No liability cap on the principal's side. Without one, a rep could claim unlimited consequential damages — including lost future commissions — on termination.",[330,335,340,345,350,355,360,365],{"step":331,"title":332,"description":333,"tip":334},1,"Identify the parties and confirm entity types","Enter the principal's full legal name and jurisdiction of incorporation, and the representative's full legal name or registered business name. Using trade names instead of legal entity names can complicate enforcement.","If the rep operates through a corporation or LLC, contract with that entity — not the individual — to maintain contractor status and limit personal liability exposure.",{"step":336,"title":337,"description":338,"tip":339},2,"Define the territory with precision","Specify the territory by country, state, province, named counties, or a defined list of accounts. If the appointment is account-based rather than geographic, attach a named-accounts schedule.","Add a clause stating that territory disputes are resolved by reference to the billing address of the customer — this eliminates the most common post-sale commission argument.",{"step":341,"title":342,"description":343,"tip":344},3,"List authorized products or services in Schedule A","Enumerate every product line or service category the rep is authorized to sell. New products launched after signing are only covered if the schedule is updated by written amendment.","Reserve the right to add or remove products from Schedule A with 30 days' notice — this gives the principal flexibility as the product portfolio evolves.",{"step":346,"title":347,"description":348,"tip":349},4,"Set the commission rate, base, and payment trigger","Enter the commission percentage and confirm whether it applies to gross revenue, net revenue after returns, or net invoiced amount. State clearly that commission is earned on receipt of cleared customer funds, not on order acceptance.","Include a clawback provision for commissions already paid on invoices that are later disputed, returned, or uncollected after 90 days.",{"step":351,"title":352,"description":353,"tip":354},5,"Establish minimum performance targets","Insert an annual or quarterly minimum sales quota. State the consequence of missing it — typically a right to terminate on 30 days' notice or convert the territory to direct sales — rather than automatic termination.","Set the first-year quota at 70–80% of a realistic forecast to allow for ramp time, with escalating targets in Years 2 and 3.",{"step":356,"title":357,"description":358,"tip":359},6,"Tailor the non-solicitation scope and duration","Set the non-solicitation period (typically 12 months) and confirm it applies only to customers the rep actually contacted — not the principal's entire customer base.","Attach a list of protected accounts at signing rather than relying on a general description. Specific lists are consistently more enforceable than broad categorical restrictions.",{"step":361,"title":362,"description":363,"tip":364},7,"Define the tail commission period","Specify the number of days after termination during which the rep earns commission on sales to customers they introduced. Sixty to ninety days is the market standard for most industries.","Exclude tail commissions on termination for cause — tying payment to good-standing departures incentivizes compliant behavior throughout the relationship.",{"step":366,"title":367,"description":368,"tip":369},8,"Execute before the rep solicits any customer","Both parties must sign before the rep begins any sales activity. Work performed before execution may generate implied commission obligations not governed by the written agreement.","Use a digital signature tool that timestamps execution and stores the countersigned document in a shared, accessible location — commission disputes often hinge on exact execution dates.",[371,375,379,383,387,391],{"mistake":372,"why_it_matters":373,"fix":374},"Tying commission to order placement instead of payment received","Paying commission when an order is placed — before the customer pays — creates an obligation on cancelled, returned, or uncollected invoices and directly damages the principal's cash flow.","Define the commission trigger as receipt of cleared funds from the customer, and include a clawback clause for commissions paid on invoices that subsequently go unpaid.",{"mistake":376,"why_it_matters":377,"fix":378},"No minimum performance obligations","A rep with no quota and a non-exclusive territory has no contractual reason to prioritize the principal's products — and the principal has no clean basis to terminate without owing tail commissions.","Include an annual minimum net sales target with a cure period and a right to terminate or reassign the territory if targets are missed for two consecutive quarters.",{"mistake":380,"why_it_matters":381,"fix":382},"Vague or missing territory definition","Imprecise territory language — 'the northeast' or 'the technology sector' — triggers commission disputes every time the principal or another rep closes a deal near the boundary.","Define territory by specific states, provinces, postal codes, or a named-accounts schedule attached to the agreement, and specify which party's billing address governs in ambiguous cases.",{"mistake":384,"why_it_matters":385,"fix":386},"Failing to confirm independent contractor status in practice","A contract that says 'independent contractor' but requires the rep to work set hours, use company equipment exclusively, or attend mandatory daily check-ins invites tax authority reclassification and employee benefit claims.","Limit the principal's control to specifying outcomes and reporting requirements, not work methods or schedules. Document that the rep sets their own hours and uses their own equipment.",{"mistake":388,"why_it_matters":389,"fix":390},"No post-termination confidentiality or survival clause","Without explicit language stating that confidentiality obligations survive termination, a rep who leaves can argue the duty ended with the contract — potentially freeing them to share customer lists or pricing with competitors.","Add a survival clause listing the specific provisions — confidentiality, non-solicitation, indemnification, and governing law — that remain binding after the agreement ends.",{"mistake":392,"why_it_matters":393,"fix":394},"Omitting a tail commission clause","When no tail period is defined, a rep who introduced a customer shortly before termination will claim commission on any subsequent sale, leading to expensive disputes with no contractual reference point.","Define a specific tail period of 60–90 days and limit it to customers the rep demonstrably introduced during the term, as evidenced by written activity reports submitted before termination.",[396,399,402,405,408,411,414,417,420],{"question":397,"answer":398},"What is a non-exclusive sales representative agreement?","A non-exclusive sales representative agreement is a contract between a company (the principal) and an independent sales rep who is authorized to solicit orders or sell the principal's products in a defined territory, without being granted exclusivity. The principal retains the right to sell directly and to appoint other reps in the same territory. It is the most common structure for companies building a distributed sales network while preserving flexibility.\n",{"question":400,"answer":401},"What is the difference between a non-exclusive and an exclusive sales representative agreement?","In a non-exclusive agreement, the principal can sell directly and appoint additional reps in the same territory — the rep has no protected zone. In an exclusive agreement, the principal is contractually prohibited from appointing other reps or sometimes from selling directly in the territory. Exclusive arrangements typically command higher commission rates and are appropriate when the rep is investing significantly in market development. Non-exclusive arrangements are preferred when the principal wants to test a market before committing.\n",{"question":403,"answer":404},"Is a sales representative an employee or an independent contractor?","A sales rep under this type of agreement is typically an independent contractor, not an employee. The contract should state this explicitly and the working arrangement must reflect it — the rep sets their own schedule, uses their own equipment, and bears their own expenses. Misclassifying an employee as a contractor triggers back payroll taxes, penalties, and benefit liability in most jurisdictions. The legal test varies by country and state; consider a lawyer review if the line is close.\n",{"question":406,"answer":407},"How is commission typically calculated in a sales representative agreement?","Commission is most commonly a percentage — typically 5–15% for product sales, higher for services or SaaS — applied to the net invoiced value of orders sourced by the rep. The key variables are the base (gross vs. net revenue), the trigger event (order placed vs. payment received), and any tiered or accelerator structure for hitting quotas. Commission earned on payment received rather than order placement is the standard that protects the principal from paying on cancelled or unpaid orders.\n",{"question":409,"answer":410},"What is a tail commission and should it be included?","A tail commission is payment owed on orders that close within a defined period after the agreement terminates — typically 60–90 days — where the rep demonstrably introduced the customer during the active term. Including a tail provision is strongly recommended: without one, both parties have no contractual reference point for post-termination transactions, and disputes are common. Limiting the tail to deals sourced before termination and excluding it on termination for cause are standard protections for the principal.\n",{"question":412,"answer":413},"Can the principal terminate the agreement at any time?","Yes, provided the contract includes appropriate termination provisions. Most non-exclusive sales rep agreements allow termination without cause on 30–60 days' written notice and immediate termination for cause — typically defined as fraud, breach of contract, or criminal conduct. In several US states (including California) and across the EU, sales representative statutes impose minimum notice periods and may require severance-like payments on termination. Review the applicable law for the rep's location before relying solely on the contract's termination clause.\n",{"question":415,"answer":416},"Does a non-exclusive sales representative agreement need to be in writing?","While oral sales rep agreements can be legally binding in some jurisdictions, a written agreement is essential in practice. Many US states have sales representative protection statutes — including Illinois, New York, and California — that require written commission agreements and impose treble damages on principals who fail to pay commissions promptly. Canada, the UK, and the EU have comparable protections. A signed written agreement is the only reliable way to document commission rates, territory, and termination terms.\n",{"question":418,"answer":419},"What governing law should I choose for this agreement?","Choose the state, province, or country where the principal is incorporated or primarily operates, provided that jurisdiction has no mandatory sales-rep protection statute that overrides contractual terms. Avoid choosing a governing law solely because it is rep-unfriendly — courts in the rep's home jurisdiction may apply local law regardless of the contract choice, particularly in the EU where commercial agent regulations are mandatory. A lawyer familiar with both parties' jurisdictions can advise on the optimal choice.\n",{"question":421,"answer":422},"Do I need a lawyer to use this template?","For straightforward domestic arrangements with standard commission structures and clearly defined territories, a well-completed template is generally sufficient. Engage a lawyer when the rep operates across multiple jurisdictions, when commission exposure is significant (annual payout exceeding $50,000), when the rep has access to sensitive IP or customer data, or when the rep's home jurisdiction has mandatory commercial agent statutes — particularly in the EU, where failing to comply with Commercial Agents Directive provisions can be costly.\n",[424,428,432,436,440,444],{"industry":425,"icon_asset_id":426,"specifics":427},"Manufacturing and industrial products","industry-manufacturing","Multi-territory rep networks are standard; commission rates of 5–10% on net invoiced value are typical, with territory defined by state or country and quotas tied to annual distributor targets.",{"industry":429,"icon_asset_id":430,"specifics":431},"SaaS and technology","industry-saas","Channel and referral reps generate leads or resell licenses; commission is often a percentage of first-year contract value with a separate renewal rate, and IP confidentiality provisions are especially critical.",{"industry":433,"icon_asset_id":434,"specifics":435},"Professional services","industry-professional-services","Referral-based commission structures dominate; reps introduce clients to the firm and earn a finder's fee or ongoing percentage of fees billed — non-solicitation scope must cover both clients and recruited talent.",{"industry":437,"icon_asset_id":438,"specifics":439},"Food and beverage","industry-food-beverage","Broker-style rep relationships are industry-standard for placing products with retailers and foodservice distributors; commission is typically 3–7% of net sales with territory defined by retailer region or chain.",{"industry":441,"icon_asset_id":442,"specifics":443},"Medical devices and life sciences","industry-healthtech","FDA-regulated products require reps to carry specific training certifications; agreements must address regulatory compliance obligations and prohibit off-label promotion as a termination-for-cause trigger.",{"industry":445,"icon_asset_id":446,"specifics":447},"Real estate and property","industry-real-estate","Commercial real estate principals use rep agreements for non-exclusive referral relationships; commission is a percentage of transaction value and tail periods often extend to 180 days given long deal cycles.",[449,452,455,457],{"vs":226,"vs_template_id":450,"summary":451},"D{EXCLUSIVE_SALES_REP_ID}","An exclusive agreement grants the rep sole rights to solicit sales in the territory — the principal cannot sell directly or appoint others without breaching the contract. A non-exclusive agreement preserves the principal's full flexibility. Use exclusive arrangements when the rep is investing substantially in market development; use non-exclusive when testing a market or running multiple parallel channels.",{"vs":86,"vs_template_id":453,"summary":454},"distribution-agreement-D153","A distributor takes title to goods, buys inventory at wholesale prices, and resells at a markup — bearing inventory and credit risk. A sales rep never takes title; they solicit orders on the principal's behalf and earn commission on completed sales. If the party you are engaging will hold stock and resell, use a distribution agreement. If they are introducing buyers to you, use a sales rep agreement.",{"vs":100,"vs_template_id":244,"summary":456},"An independent contractor agreement governs a broad range of project-based or service work. A sales representative agreement is a specialized contractor arrangement focused on sales activities, commission compensation, territory, and performance targets. Use the sales rep agreement when the engagement is specifically about selling your products or services; use the broader contractor agreement for other outsourced work.",{"vs":115,"vs_template_id":458,"summary":459},"referral-agreement-D14019","A referral agreement pays a flat or percentage fee for a customer introduction — the referring party's obligation ends at the handoff. A sales rep agreement involves ongoing selling activity, quota obligations, reporting, and a sustained commercial relationship. If the party will actively manage prospects and close deals, a sales rep agreement is appropriate. If they merely pass a lead, a referral agreement is simpler and sufficient.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Domestic arrangements with standard commission rates, clear territory, and annual payout below $50,000","Free","30 minutes",{"best_for":466,"cost":467,"time":468},"Cross-border rep appointments, sensitive IP access, or commission exposure between $50,000 and $200,000 annually","$400–$800","2–4 days",{"best_for":470,"cost":471,"time":472},"EU commercial agent relationships, highly regulated industries (medical devices, financial services), or annual commission exposure above $200,000","$1,500–$4,000+","1–3 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","More than 35 US states have sales representative protection statutes — including California, Illinois, New York, and Texas — that require written commission agreements, mandate prompt payment on termination, and in some states impose treble damages and attorney's fees for non-payment. At-will termination clauses are generally enforceable but must be reviewed against the applicable state statute. Non-solicitation clauses are subject to the same enforceability limits as those in employment contracts — California bans most post-termination restrictions on independent contractors.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Canadian sales rep agreements are primarily governed by provincial contract law. There is no single federal sales agent statute, but provinces including Ontario and British Columbia have general contractor-protection principles that courts apply to commission disputes. Quebec-based reps may require bilingual agreements for contracts governing activities in the province. Notice periods for termination should be express and reasonable — courts have implied reasonable notice obligations where contracts are silent.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 apply to agents who have continuing authority to negotiate or conclude contracts on behalf of a principal — if the rep meets this definition, mandatory protections apply regardless of what the contract says, including minimum notice periods (up to three months) and a right to compensation or indemnity on termination. Principals should confirm whether their rep's role triggers the Regulations before relying on a standard template.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","The EU Commercial Agents Directive (86/653/EEC), implemented in all member states, grants qualifying commercial agents statutory rights that cannot be contracted away — including minimum notice of up to three months and a right to indemnity or compensation on termination worth up to one year's average annual commission. These protections apply even in non-exclusive arrangements if the agent has authority to negotiate contracts. Agreements should explicitly address whether the Directive applies and, if so, whether the compensation or indemnity model is chosen.",[230,244,237,247,495,241,496,497,498,499,500,501],"non-disclosure-agreement-nda-D12692","commission-sales-agreement-D532","sales-agency-agreement-D1254","general-non-compete-agreement-D882","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","partnership-agreement-D12551",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":95,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":514},"sales-and-purchase","agreement","general","all-stages",[509,510,511,512,513],"sales-representative-agreement","commission-structure","territory-definition","non-exclusive","independent-contractor",0.95,"\u003Ch2>What is a Non-Exclusive Sales Representative Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non-Exclusive Sales Representative Agreement\u003C/strong> is a legally binding contract between a principal — the company whose products or services are being sold — and an independent sales representative authorized to solicit orders or close sales on the principal's behalf within a defined territory or account set, without receiving any exclusive rights over that territory. Unlike an exclusive arrangement, the principal retains full freedom to sell directly, appoint additional representatives, and open competing channels in the same geographic or market area. The rep earns a commission on completed, paid transactions rather than a salary, and the agreement explicitly establishes independent contractor status to protect both parties from employment misclassification liability.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a sales rep network without a signed written agreement exposes the principal to commission disputes with no contractual baseline to resolve them — courts in more than 35 US states, across Canada, and throughout the EU impose statutory protections on sales representatives that apply automatically, sometimes including mandatory notice periods and termination compensation worth up to 12 months of average commissions. Without a written agreement defining territory, commission trigger, tail period, and minimum performance obligations, a low-performing rep has no contractual obligation to generate results, while a departing rep can claim commissions on any deal that closes after they leave. A properly executed non-exclusive sales representative agreement eliminates these gaps, protects your confidential customer data and pricing, and gives you a clean contractual basis to terminate, reassign, or expand your rep network as your business grows.\u003C/p>\n",1781185948368]