[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-sales-agency-agreement-D1254":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":38,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"SALES AGENCY AGREEMENT This Sales Agency Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Principal\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [AGENT NAME] (the \"Agent\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows: RECITALS Principal is a manufacturer of [product] and desires to appoint Agent as general sales Agent for the sale of Principal's product [if appropriate, add: and other regular-line products and accessories of Principal] in the following territory: [describe territory]. Agent desires to accept such appointment and to perform all the provisions of this agreement. DURATION The term of the agency created shall be [period of time], beginning [date], unless sooner terminated. AGENT'S BEST EFFORTS Agent agrees to devote Agent's whole time and best efforts to the business of Principal in the described territory under the direction of Principal's officers or representatives, and to conform to the best of Agent's ability with the rules, regulations and instructions of Principal now in force or that may be adopted and mailed to Agent's address. Agent shall employ salespersons to assist Agent, on such terms and conditions as Principal may require, as set forth in this agreement. NONDISCLOSURE OF PRINCIPAL'S AFFAIRS Agent agrees to keep confidential such information as Principal may from time to time impart to Agent regarding Principal's business affairs and customers. Agent will not, in whole or in part, now or at any time, disclose such information. ASSIGNMENT OF AGENT'S INVENTIONS Agent agrees, in view of the confidential information regarding Principal's business affairs, plans and necessities, that Agent will be in a position to obtain from time to time, and in partial consideration of the commissions agreed to be paid to Agent under this agreement, that Agent, on demand, will assign to Principal, or Principal's successors or assigns, any inventions or improvements Agent may make during the agency with Principal that relate to Principal's product. Agent also will sign any papers and do any acts that may be needed to secure to Principal, or Principal's successors or assigns, any rights relating to such inventions and improvements, including patents in [COUNTRY] and foreign countries. COMMISSIONS Agent, during the term of the agreement, shall receive a commission from the sale of Principal's product [if appropriate, add: and other regular-line products and accessories] sold for use in Agent's territory, whether sold by Agent or by Principal, or others, except as provided in this agreement. Agent's commission on sales made pursuant to this agreement shall be as follows: [DESCRIBE]. SALES SUBJECT TO COMMISSIONS This agreement shall apply to business procured at the time of visits to Agent's territory by Principal's superintendent, and also to all business subsequently procured either by Agent, Principal's superintendent or other representative of Principal, from customers previously worked within [NUMBER] months from the date of the latest visit of Principal's superintendent or other representative. WHEN COMMISSIONS ARE PAID Any commission to be received under this agreement shall not be credited to Agent's account on Principal's books until the purchaser has made settlement in full with Principal, either by cash or acceptable notes [SPECIFY] [if appropriate, add: and has delivered to Principal or an authorized Agent of Principal any returnable products]. If settlement is made wholly or in part by purchaser's notes, Principal may withhold payment of the commission in whole or in part until the notes are paid. Agent's account may be charged with the amount of any commission previously paid to Agent or credited to Agent's account for the unpaid part of the purchase price of [product], or the unpaid part of any note given in payment. When Principal repossesses a product, Agent shall receive commission only on the amount of money paid by purchaser prior to repossession. COMMISSIONS ON TRADE-INS Principal shall have the right to fix the amount to be allowed for products taken in exchange, and a commission will not be paid on the amount so allowed. SALES THROUGH OTHER SALES CHANNELS Agent waives any claim to a commission on any sales made in Agent's territory other than through Principal's offices or regular sales agencies when, in the opinion of Principal, the general conditions of the business in any part of the [COUNTRY] necessitate the sale of Principal's product through other sales channels. SALES IN OR FROM OTHER TERRITORIES Agent agrees not to enter the territory of any other Sales Agent of Principal for the purpose of selling Principal's product, or to endeavor, directly or indirectly, to make sales of Principal's product for use outside of Agent's territory. Should a purchaser call on Agent voluntarily and purchase Principal's product for use outside of Agent's territory, Agent shall receive commissions as follows: [DESCRIBE]. Agent further agrees that, when any other authorized sales Agent of Principal sells Principal's product for use in Agent's territory, Agent's account shall be credited with the regular commission, less the commission paid Agent making the sale. DISPUTES ON COMMISSIONS Principal shall have the right to determine, in any dispute arising between Agent and any other sales Agent of Principal, the right to commission on any sale, and Agent shall abide by and be bound by Principal's decision. LIMITATION ON COMMISSION CLAIMS Agent waives all claim for commission on sales of Principal's product, whether made by Agent or others, and all other claims of any nature whatever, if the claim is not made within [MONTHS] from the date of termination of this agreement. AGENT NOT TO SHARE COMMISSION Under no circumstances, without permission of Principal, may Agent give any part of Agent's commission to any assistant, local Agent or other person to assist Agent in making a sale. CONTENTS OF ORDERS All orders for Principal's product shall be taken on printed forms furnished by Principal, and all such orders shall be sent to Principal immediately after being signed by purchasers. The orders shall contain all conditions and agreements of every nature whatsoever between the parties to the sale, it being agreed that Principal shall not be responsible for promises or conditions not specified on the orders. Principal's product shall not be sold for more or less than the list price established by Principal. If Principal is compelled to make any concessions to customers or incur any expense by reason of a violation of these requirements, the amount of the expense may be charged to Agent's account. ACCEPTANCE OF ORDERS BY PRINCIPAL Orders taken by Agent shall not be binding until accepted by Principal. Principal reserves the right to reject any order when, in the judgment of Principal, the product ordered may not be suitable to the business of the customer. AGENT NOT TO COMPETE Agent, having agreed to devote Agent's whole time to Principal's business, shall not purchase or deal in [product] on Agent's own account in any way during the continuance of this agreement. Agent will not engage, directly or indirectly, either for Agent or as employee of any other party, in manufacturing, buying, selling or dealing in [product], in the territory described, for a period of [period of time], after the termination of the agency created by this agreement, without the written consent of Principal. 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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",513,"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":96,"description":6},"distribution agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":33,"url":99},"/template/distribution-agreement-D12544",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":115,"url":116},"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},[112],{"label":113,"url":114},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":91,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":131},"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. 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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":139,"description":6},"employment agreement_at will employee",[141,144,147],{"label":142,"url":143},"Human Resources","human-resources",{"label":145,"url":146},"Hire an Employee","hire-employee",{"label":33,"url":99},"/template/employment-agreement_at-will-employee-D541",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":162,"url":163},"COMMISSION SALES AGREEMENT This Commission Sales Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [COMMISSION AGENT NAME] (the \"Agent\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [PRINCIPAL NAME] (the \"Principal\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Whereas the Principal wishes to market the product(s) described in Schedule A (the \"Product(s)\"); whereas Agent is prepared to sell the Product(s) on behalf of the Principal in return for a commission; It is agreed as follows: SELLING RIGHTS The Principal grants the Agent an exclusive right to sell the Product(s) on behalf of the Principal within the territory described in Schedule B for a period of [PERIOD] commencing [DATE] (the \"Selling Rights\"). The Agent may not sell or attempt to sell the Product(s) outside of the territory described in Schedule B. The Agent shall use his best efforts to sell the Product(s) for the duration of the Selling Rights. At the request from time to time of the Principal, the Agent shall furnish the Principal with a reasonably detailed, written report on his efforts to sell the Product(s) in the period specified by the Principal. The Agent shall clearly identify himself as a duly authorized sales agent of the Principal in the course of his efforts to sell the Product(s) on behalf of the Principal and may not sell the Product(s) in his own name. PRODUCT PRICES The Principal shall fix the selling price(s) of the Product(s) and the Agent may only sell the Product(s) at the selling price(s) fixed by the Principal. ORDERS The Agent shall obtain written orders for the Product(s) from buyers, signed by or on behalf of the buyers, and remit the orders to the Principal. The Principal shall use its best efforts to fill orders duly remitted by the Agent in accordance with this agreement as expeditiously as possible. COMMISSION The Principal shall pay the Agent a commission of [NUMBER]% of the selling price, exclusive of any sales taxes, of each order or part of each order of Product(s) duly remitted by the Agent in accordance with this agreement which is paid for in full, inclusive of any sales taxes, and which is not subsequently returned for a refund. The Principal may accept the return of Product(s) for a refund or partial refund in its sole discretion. The Agent is not entitled to any compensation for services performed or expenses incurred in connection with this agreement other than as set out in this agreement. TRAINING At the request of the Agent, the Principal shall train the Agent in the proper use of the Product(s). ","Commission Sales Agreement","4",47,"https://templates.business-in-a-box.com/imgs/1000px/commission-sales-agreement-D532.png","https://templates.business-in-a-box.com/imgs/250px/532.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#532.xml",{"title":6,"description":6},[159,160,161],{"label":142,"url":143},{"label":145,"url":146},{"label":33,"url":99},"commission sales agreement","/template/commission-sales-agreement-D532",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":168,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":173,"keywords":177,"url":178},"SALES REPRESENTATIVE AGREEMENT This Sales Representative Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SALES REPRESENTATIVE NAME] (the \"Sales Representative\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Sales Representative agrees to: Represent and sell the Company's products/services in the geographic area known as [Area name]. Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. ","Sales Representative Agreement","2",36,"https://templates.business-in-a-box.com/imgs/1000px/sales-representative-agreement-D556.png","https://templates.business-in-a-box.com/imgs/250px/556.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#556.xml",{"title":6,"description":6},[174,175,176],{"label":142,"url":143},{"label":145,"url":146},{"label":33,"url":99},"sales representative agreement","/template/sales-representative-agreement-D556",false,{"seo":181,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":254,"clauses":291,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":453,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":511,"classification":512},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Sales Agency Agreement Template (Free Word)","Free sales agency agreement template appointing a sales agent for a defined territory. Trusted by companies in USA, Canada, UK, Australia, and 190+ countries. Free Word and PDF download.","sales agency agreement template",[22,186,187,188,189,190],"sales agent contract template","manufacturer sales rep agreement","exclusive sales agency agreement","sales agency contract free download","independent sales 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":179},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Sales Agency Agreement is a legally binding contract appointing an independent sales agent to solicit orders for the principal's products or services within a defined territory. This free Word download covers exclusivity, commission rates and payment, expense reimbursement, term and renewal, post-termination indemnity, and governing law — in a single document you can edit online and export as PDF before execution.\n","Use it whenever you engage an external sales representative or agency to sell your products in a specific region, and you need enforceable terms governing commission, territory exclusivity, and what happens when the arrangement ends.\n","Appointment and territory definition, exclusivity provisions, products covered, commission structure and payment schedule, expense policy, obligations of each party, term and termination, post-termination commission tail and indemnity, confidentiality, IP ownership, and governing law.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Product manufacturers","Appointing regional sales reps to distribute goods without hiring in-house staff","persona-manufacturer",{"title":208,"use_case":209,"icon_asset_id":210},"Software and SaaS companies","Engaging channel partners or resellers to generate leads and close deals in new markets","persona-saas-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Exporters entering new markets","Appointing a local agent in a foreign country to solicit orders on a commission basis","persona-exporter",{"title":216,"use_case":217,"icon_asset_id":218},"Independent sales agents","Formalizing their appointment, territory, and commission entitlement with a principal","persona-sales-agent",{"title":220,"use_case":221,"icon_asset_id":222},"Distributors expanding their portfolio","Adding a new product line under a structured agency arrangement with defined exclusivity","persona-distributor",{"title":224,"use_case":225,"icon_asset_id":226},"Small business owners","Scaling sales through an outsourced agent without the overhead of an employed sales team","persona-small-business-owner",[228,232,236,239,242,246,250],{"situation":229,"recommended_template":230,"slug":231},"Agent sells exclusively in an assigned territory with no other principals","Exclusive Sales Agency Agreement","exclusive-buyer-agency-agreement-D12824",{"situation":233,"recommended_template":234,"slug":235},"Agent represents multiple principals and territory is non-exclusive","Non-Exclusive Sales Agency Agreement","non-exclusive-sales-representative-agreement-D12813",{"situation":237,"recommended_template":89,"slug":238},"Agent both purchases and resells products as principal","distribution-agreement-D12544",{"situation":240,"recommended_template":104,"slug":241},"Individual consultant engaged to generate leads but not close sales","independent-contractor-agreement-D160",{"situation":243,"recommended_template":244,"slug":245},"Agent operating across multiple countries under a single contract","International Sales Agency Agreement","sales-agency-agreement-D1254",{"situation":247,"recommended_template":248,"slug":249},"Real estate or property sales agent appointment","Real Estate Agent Agreement","real-estate-operating-agreement-D14043",{"situation":251,"recommended_template":252,"slug":253},"Sales force employed directly by the company rather than as agents","Employment Contract (Sales Representative)","employment-agreement_at-will-employee-D541",[255,258,261,264,267,270,273,276,279,282,285,288],{"term":256,"definition":257},"Principal","The company or individual that owns the products and appoints the agent to solicit orders on its behalf.",{"term":259,"definition":260},"Agent","The independent individual or company appointed to solicit orders from customers within a defined territory on a commission basis.",{"term":262,"definition":263},"Exclusive Territory","A defined geographic or market area within which no other agent may be appointed by the principal during the agreement's term.",{"term":265,"definition":266},"Commission","A percentage of the net invoice value of orders solicited and accepted by the principal, paid to the agent upon defined trigger events such as shipment or customer payment.",{"term":268,"definition":269},"Post-Termination Commission Tail","The period after the agreement ends during which the agent continues to earn commission on orders placed by customers the agent introduced before termination.",{"term":271,"definition":272},"Commercial Agency Indemnity","A statutory or contractual payment owed to the agent upon termination, compensating for goodwill or customer relationships developed during the agency.",{"term":274,"definition":275},"Minimum Performance Threshold","A contractually defined sales target the agent must meet within a set period; failure typically gives the principal grounds to terminate or convert an exclusive appointment to non-exclusive.",{"term":277,"definition":278},"Del Credere Agency","A special agency arrangement where the agent guarantees payment by customers it introduces, in exchange for a higher commission rate.",{"term":280,"definition":281},"Net Invoice Value","The price actually invoiced to the customer after deducting returns, discounts, and taxes — the base on which commission is typically calculated.",{"term":283,"definition":284},"Force Majeure","A clause that suspends obligations when performance is prevented by events outside a party's reasonable control, such as natural disasters, war, or government-mandated restrictions.",{"term":286,"definition":287},"Non-Circumvention","A provision preventing the principal from bypassing the agent to deal directly with customers the agent introduced, thereby denying earned commission.",{"term":289,"definition":290},"Restraint of Trade","A post-termination restriction limiting the agent's ability to represent competing products or contact former customers — enforceable only if reasonable in scope and duration.",[292,297,302,307,312,317,322,327,332,337],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Appointment and territory","Formally appoints the agent and defines the geographic or market territory within which they may solicit orders, and states whether the appointment is exclusive or non-exclusive.","Principal hereby appoints Agent as its [exclusive / non-exclusive] sales agent in the territory of [TERRITORY DESCRIPTION] (the 'Territory') for the Products listed in Schedule A, commencing [START DATE]. Agent shall not solicit orders outside the Territory without prior written consent.","Defining territory in vague terms such as 'the region' or 'North America' without specifying exact countries, states, or postal code ranges. Ambiguity generates disputes over which orders fall inside the territory and therefore earn commission.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Products covered","Identifies the specific products or product lines the agent is authorised to sell, and whether new products added later are automatically included.","Agent is authorised to solicit orders solely for the products described in Schedule A ('Products'). Schedule A may be amended by written agreement of the parties. Products added to Principal's catalogue after the Effective Date are not covered unless Schedule A is updated by mutual written agreement.","Using a catch-all phrase like 'all products' without a schedule. If the principal later launches products the agent had no role in developing, commission disputes arise over whether those products were ever intended to be in scope.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Agent's obligations","Sets out what the agent must do — actively promote the products, comply with the principal's pricing and brand guidelines, report regularly on market activity, and not exceed their authority by accepting orders or making binding promises on the principal's behalf.","Agent shall: (a) actively promote and solicit orders for the Products in the Territory; (b) comply with Principal's current price lists and promotional guidelines; (c) provide monthly written activity reports by the [5th] of each month; and (d) not accept orders, grant discounts, or make representations beyond those authorised by Principal in writing.","Omitting a prohibition on the agent accepting orders on the principal's behalf. Agents who exceed authority can inadvertently bind the principal to orders at unauthorised prices or terms.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Principal's obligations","Commits the principal to supply product information and samples, notify the agent promptly of accepted or rejected orders, and pay commission on time.","Principal shall: (a) provide Agent with current product literature, price lists, and samples at no charge; (b) notify Agent within [10] business days of accepting or rejecting any order solicited by Agent; and (c) pay all commissions due within [30] days of the trigger event specified in Clause [X].","Leaving the principal's obligations entirely silent. Courts in many jurisdictions imply a duty of good faith and fair dealing — spelling out obligations explicitly reduces the scope of implied terms and limits disputes.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Commission rate and payment trigger","States the commission percentage, the base on which it is calculated (typically net invoice value), and when it becomes payable — commonly on shipment or on receipt of customer payment.","Principal shall pay Agent a commission of [X]% of the Net Invoice Value of each order solicited by Agent and accepted by Principal. Commission becomes due and payable within [30] days of [shipment of goods / receipt of full payment from the customer]. For partial payments, commission is payable pro rata.","Setting the payment trigger as 'receipt of full payment from the customer' without addressing what happens on partial payment or bad debt. An agent who has solicited a large order can be denied commission for months or indefinitely through customer non-payment that is entirely outside their control.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Minimum performance and exclusivity conditions","Sets a sales target the agent must achieve to retain exclusivity or the appointment itself, and states the consequence of missing it — typically conversion to non-exclusive status or termination.","As a condition of exclusivity, Agent shall achieve minimum net sales of $[AMOUNT] in the Territory during each consecutive [12]-month period of this Agreement ('Minimum Threshold'). Failure to meet the Minimum Threshold gives Principal the right, on [30] days' written notice, to convert this appointment to non-exclusive or terminate under Clause [X].","Granting exclusivity without any minimum performance threshold. A non-performing exclusive agent blocks the principal from developing the territory but faces no contractual consequence — a common and expensive oversight.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Term, renewal, and termination","Sets the initial contract period, automatic renewal conditions, the notice period required to terminate without cause, and grounds for immediate termination for cause.","This Agreement commences on [START DATE] and continues for an initial term of [12] months, renewing automatically for successive [12]-month periods unless either party gives [60] days' written notice before the end of the then-current term. Either party may terminate immediately for Cause, defined as material breach unremedied after [14] days' written notice, insolvency, or fraud.","Using short notice periods — 30 days or less — for established agency relationships. In the EU and UK, statutory notice minimums increase with the length of the agency, and contractual notice shorter than the statutory floor is void.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Post-termination commission tail and indemnity","Defines the period after termination during which the agent earns commission on orders from introduced customers, and the formula for any termination indemnity payable to the agent for goodwill created.","Following termination, Agent shall remain entitled to commission on orders placed within [90] days of the termination date by customers whose first order was solicited by Agent during the Agreement term. In addition, if applicable law entitles Agent to a termination indemnity, such indemnity shall be calculated as [one year's average annual commission over the preceding [3] years], subject to the statutory maximum.","Omitting the post-termination commission tail entirely. Agents who introduced customers that continue to generate revenue after termination have a strong equitable — and in many jurisdictions statutory — claim to commission on those orders. Silence on this point invites litigation.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Confidentiality and IP","Prohibits the agent from disclosing or misusing the principal's confidential information — pricing, customer lists, product roadmaps — and confirms the principal retains all intellectual property.","Agent shall hold all Confidential Information of Principal in strict confidence and shall not disclose or use it for any purpose other than performing its obligations under this Agreement. All IP, trade marks, and product data provided to Agent remain the sole property of Principal and shall be returned or destroyed on termination.","Failing to define 'Confidential Information' and relying on a general statement. Courts apply a reasonableness standard — undefined confidentiality clauses can be struck down as too vague to enforce, especially in restraint-of-trade disputes.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the contract and the mechanism for resolving disputes — arbitration, mediation, or litigation — and the chosen venue.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be referred first to senior management of both parties for [15] business days of good-faith negotiation. If unresolved, disputes shall be determined by binding arbitration under the rules of [AAA / ICC / LCIA] in [CITY], except claims for injunctive relief, which may be brought in any court of competent jurisdiction.","Choosing a governing law with no connection to either party's location. Courts in the EU, UK, and several US states apply local mandatory agency laws regardless of contractual choice of law — particularly the EU Commercial Agents Directive and its UK equivalent.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify the parties and their legal entities","Enter the principal's full registered company name, jurisdiction of incorporation, and registered address, and do the same for the agent. Do not use trade names or abbreviations.","Confirm both entities are in good standing with their respective corporate registries before execution — an agreement signed by a dissolved entity is void.",{"step":349,"title":350,"description":351,"tip":352},2,"Define the territory precisely","List the exact countries, states, provinces, or postal code ranges that constitute the territory. If the territory is a market segment rather than a geography, define it by customer type, industry code, or named account list.","Attach a signed Schedule B listing any named accounts already known to the principal that are carved out of the agent's territory — this prevents commission disputes on existing relationships.",{"step":354,"title":355,"description":356,"tip":357},3,"List products in Schedule A","Complete Schedule A with the exact product names, SKUs, or model numbers the agent is authorised to sell. State whether products added to the catalogue after the effective date are automatically included or require a signed amendment.","Limiting Schedule A to current products protects the principal's right to launch new products through different channels without triggering commission obligations.",{"step":359,"title":360,"description":361,"tip":362},4,"Set the commission rate and payment trigger","Enter the commission percentage, the base (net invoice value after deducting returns, discounts, and taxes), and the exact event that makes commission payable — shipment, customer payment, or a defined number of days after invoice.","If you are selling on long payment terms (Net 60 or Net 90), set the trigger at shipment rather than customer payment — otherwise the agent funds your working capital gap for free.",{"step":364,"title":365,"description":366,"tip":367},5,"Set the minimum performance threshold","Enter the minimum net sales figure the agent must achieve in each 12-month period to retain exclusivity, and the consequence of missing it. Express the threshold in the same currency as the commission calculation.","Set the threshold at 70–80% of the agent's own projected sales forecast from their proposal — this keeps it achievable while providing a floor below which inaction is not tolerable.",{"step":369,"title":370,"description":371,"tip":372},6,"Set notice periods appropriate to the jurisdiction","Enter the termination notice period. For EU and UK agreements, check the Commercial Agents Directive minimums: 1 month in the first year, 2 months in the second, 3 months from the third year onward.","Always set contractual notice at or above the statutory minimum — a shorter period is void and replaced by the statutory floor, which may be far longer than intended.",{"step":374,"title":375,"description":376,"tip":377},7,"Address post-termination commission and indemnity","State the length of the post-termination commission tail (typically 60–90 days) and the formula for any goodwill indemnity. If operating in the EU or UK, the Commercial Agents Regulations mandate a minimum indemnity of up to one year's average annual remuneration.","Expressly state whether the agreement opts for the 'indemnity' or 'compensation' method under the EU Commercial Agents Directive — failure to choose defaults to compensation, which can be harder to quantify and more expensive.",{"step":379,"title":380,"description":381,"tip":382},8,"Execute before the agent begins soliciting orders","Both parties must sign before the agent approaches any customers on the principal's behalf. Orders solicited before execution create implied agency obligations that may be more generous than the written contract.","Use Business in a Box eSign to capture timestamped signatures from both parties and store the fully executed copy automatically in BIB Drive.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Granting exclusivity without a minimum performance threshold","An exclusive agent who underperforms can lock the principal out of a territory indefinitely without any contractual breach — the principal loses the ability to appoint a replacement or sell directly.","Include a minimum net sales threshold in every exclusive agreement and state that failure to meet it for two consecutive measurement periods converts the appointment to non-exclusive or triggers a termination right.",{"mistake":389,"why_it_matters":390,"fix":391},"Vague territory description","Phrases like 'the Asia-Pacific region' or 'the Midwest' are contested in court — agents claim the largest possible interpretation while principals argue the narrowest, and neither is provably right.","List every country, state, or province covered in a signed schedule and explicitly carve out any named accounts or sub-territories the principal or another agent retains.",{"mistake":393,"why_it_matters":394,"fix":395},"Setting the commission payment trigger as full customer payment","Agents bear the risk of customer non-payment for obligations entirely outside their control. A single large bad debt can leave an agent unpaid for months of legitimate work.","Tie the payment trigger to shipment or delivery, or agree on a hybrid: commission paid at shipment but clawed back if the customer does not pay within a defined period.",{"mistake":397,"why_it_matters":398,"fix":399},"Ignoring the EU and UK Commercial Agents Directive","If the agent operates in an EU member state or the UK, the Commercial Agents Regulations apply regardless of what the contract says — including mandatory termination indemnity of up to one year's average commission that cannot be contracted out of.","Explicitly choose between the indemnity and compensation methods in the contract, budget for the potential liability, and take local legal advice before appointing any agent operating in the EU or UK.",{"mistake":401,"why_it_matters":402,"fix":403},"No post-termination commission tail","Customers introduced by the agent during the term will generate orders after termination. Silence on this point means the agent has a strong equitable claim — and a statutory claim in many jurisdictions — to commission on those orders.","Define a specific post-termination tail period (60–90 days is standard) and limit it clearly to customers whose first order was solicited by the agent before termination.",{"mistake":405,"why_it_matters":406,"fix":407},"Allowing the agent to accept orders on the principal's behalf","An agent who accepts an order binds the principal to its terms. Unauthorised acceptances at wrong prices, wrong delivery terms, or for products not in scope create enforceable obligations the principal did not intend.","State explicitly that the agent's authority is limited to soliciting orders and forwarding them to the principal for acceptance, and that no order is binding until confirmed in writing by the principal.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is a sales agency agreement?","A sales agency agreement is a contract appointing an independent agent to solicit orders for the principal's products or services within a defined territory, on a commission basis. The agent does not buy and resell the products — they find customers and forward orders to the principal, who accepts or rejects them and fulfils directly. The agreement defines territory, commission, exclusivity, term, and what happens when the arrangement ends.\n",{"question":413,"answer":414},"What is the difference between a sales agent and a distributor?","A sales agent solicits orders on behalf of the principal and earns commission — the principal contracts directly with the customer and bears the credit risk. A distributor buys the products outright, resells them as principal, and keeps the margin. The legal and tax treatment differs substantially: agents typically trigger fewer permanent establishment risks for the principal in foreign jurisdictions, but they attract statutory protections (particularly in the EU and UK) that distributors do not enjoy.\n",{"question":416,"answer":417},"Does a sales agency agreement need to be in writing?","In most jurisdictions a sales agency agreement is valid whether oral or written, but oral arrangements create serious practical and legal problems. In the EU, either party can require the agreement to be reduced to writing at any time. In practice, a written agreement is essential to define territory, commission rates, exclusivity, and termination obligations clearly — without one, courts or regulators will fill the gaps with statutory defaults that are typically more favourable to the agent.\n",{"question":419,"answer":420},"What commission rate is standard for a sales agency agreement?","Commission rates vary widely by industry and product margin. Typical ranges are 5–15% of net invoice value for manufactured goods and industrial products, 10–25% for technology and software, and up to 30–40% for high-value professional services. The rate should reflect the agent's cost of sale, the expected volume, and the level of support the principal provides. Exclusive arrangements with higher performance requirements often carry higher commission rates.\n",{"question":422,"answer":423},"What is a post-termination indemnity under a sales agency agreement?","A post-termination indemnity compensates the agent for the goodwill and customer relationships they created for the principal during the agency. In the EU and UK, the Commercial Agents Regulations entitle agents to an indemnity of up to one year's average annual commission on termination — this right cannot be waived in advance. In other jurisdictions the indemnity is purely contractual. It is separate from the post-termination commission tail, which covers orders placed by introduced customers after termination.\n",{"question":425,"answer":426},"Can I appoint multiple agents for the same territory?","Yes — a non-exclusive appointment allows you to engage several agents in the same territory simultaneously or appoint a new agent when an existing one underperforms. An exclusive appointment prohibits this and gives the agent a claim for damages if you sell directly or through a third party in their territory. Always include a minimum performance threshold in exclusive arrangements so you have a contractual basis to terminate or convert to non-exclusive status if the agent does not deliver.\n",{"question":428,"answer":429},"What notice period is required to terminate a sales agency agreement?","Notice requirements depend on jurisdiction and the length of the relationship. The EU Commercial Agents Directive sets statutory minimums of one month in the first year, two months in the second, and three months from the third year onward — these floors cannot be contracted away. In the US and Canada, notice is purely contractual; 30–90 days is typical. Always set contractual notice at or above the statutory minimum for the agent's jurisdiction to avoid the clause being void and replaced by an implied reasonable notice period.\n",{"question":431,"answer":432},"Does a sales agency agreement create an employment relationship?","Not typically — a properly structured sales agency agreement is a commercial arrangement between independent businesses, not an employment relationship. However, if the principal exercises excessive control over how, when, and where the agent works — setting daily hours, requiring exclusive dedication, or providing all equipment and leads — tax authorities and employment tribunals may reclassify the agent as an employee or worker, triggering payroll taxes, benefits, and unfair dismissal protections. The agreement should preserve the agent's commercial independence to avoid misclassification.\n",{"question":434,"answer":435},"Do I need a lawyer to draft a sales agency agreement?","For domestic appointments involving straightforward products and no exclusivity, a well-drafted template reviewed by a commercial solicitor or attorney is usually sufficient. Engage a lawyer when the agent operates in the EU or UK (where the Commercial Agents Directive applies), when the territory covers multiple jurisdictions with different agency laws, when the commission exposure exceeds $50,000 per year, or when non-compete or non-solicitation restrictions are commercially critical. A one-to-two hour review typically costs $300–$800 and is worthwhile for any exclusive or cross-border appointment.\n",[437,441,445,449],{"industry":438,"icon_asset_id":439,"specifics":440},"Manufacturing and industrial","industry-manufacturing","Territory mapped to distributor networks, commission on net invoice after freight and duty deductions, and agent authority limited to forwarding orders for principal acceptance.",{"industry":442,"icon_asset_id":443,"specifics":444},"Technology and SaaS","industry-saas","Commission calculated on first-year licence or subscription value, with residual rates for renewals and clear rules on whether the agent earns on upsells to introduced accounts.",{"industry":446,"icon_asset_id":447,"specifics":448},"Consumer goods and retail","industry-retail","Seasonal minimum performance thresholds aligned to buyer order cycles, exclusivity tied to key retail chains, and agent brand-compliance obligations for in-store presentations.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional services and financial products","industry-professional-services","Regulatory authorisation requirements for the agent, FCA or SEC registration cross-references, and commission structures that comply with inducement and fee-disclosure rules.",[454,457,459,463],{"vs":89,"vs_template_id":455,"summary":456},"distribution-agreement-D1189","A distribution agreement appoints a distributor who buys the products outright and resells them as principal, bearing full credit and inventory risk. A sales agency agreement appoints an agent who only solicits orders — the principal contracts with the end customer directly and retains credit risk. Distributors earn a margin; agents earn commission. Agents attract statutory protections in the EU and UK that distributors generally do not.",{"vs":104,"vs_template_id":241,"summary":458},"An independent contractor agreement covers a broad range of service arrangements — consulting, development, project work. A sales agency agreement is purpose-built for the specific commercial structure of soliciting orders on commission, with clauses for territory, exclusivity, minimum performance, commission tails, and statutory indemnity that a generic contractor agreement does not address.",{"vs":460,"vs_template_id":461,"summary":462},"Reseller Agreement","D{RESELLER_AGREEMENT_ID}","A reseller agreement gives the reseller the right to market and sell the principal's products under their own contracts with end customers. Unlike a sales agent, a reseller typically takes title, sets their own price, and manages customer relationships directly. Sales agents never take title and have no authority to set price or accept orders without principal approval.",{"vs":464,"vs_template_id":465,"summary":466},"Franchise Agreement","D{FRANCHISE_AGREEMENT_ID}","A franchise agreement grants the franchisee the right to operate a business under the franchisor's brand and system, with ongoing royalties and operational controls. A sales agency agreement is a narrower commercial arrangement focused solely on soliciting product orders for commission, with no brand licensing, operational standards, or territory development obligations of the kind a franchise imposes.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Domestic appointments in a single jurisdiction, non-exclusive arrangements, annual commission exposure under $30,000","Free","30–45 minutes",{"best_for":473,"cost":474,"time":475},"Exclusive appointments, agents operating in the EU or UK, or commission exposure between $30,000 and $150,000 per year","$300–$800 (commercial solicitor or attorney review)","2–5 days",{"best_for":477,"cost":478,"time":479},"Multi-jurisdiction appointments, regulated industries (financial products, pharmaceuticals), or annual commission exposure above $150,000","$2,000–$6,000+","2–4 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","The US has no single federal commercial agency statute equivalent to the EU Directive. Several states — including California, Illinois, and New York — have Sales Representative Acts that impose mandatory commission payment timelines and treble-damage penalties for late payment after termination. California additionally restricts post-termination non-competes. Choice of governing state should be made with reference to both parties' locations and the applicable state's agent-protection statutes.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Agency law in Canada is primarily common law with province-specific variations. Ontario and British Columbia courts have implied duties of good faith and fair dealing in commercial agency relationships. Quebec applies civil law principles under the Civil Code. There is no statutory post-termination indemnity equivalent to the EU Directive, but courts award reasonable notice periods for established agency relationships — typically 1–6 months depending on the length and exclusivity of the arrangement.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 (as retained in UK law post-Brexit) impose mandatory protections that cannot be contracted out of: minimum notice periods scaling from 1 to 3 months by year of agency, and a post-termination right to either compensation or indemnity of up to one year's average annual remuneration. The agreement must expressly elect between the compensation and indemnity methods — failing to choose defaults to compensation, which English courts have awarded generously. These rules apply whenever the agent operates in Great Britain regardless of governing law chosen.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","The EU Commercial Agents Directive (86/653/EEC), implemented in all member states, sets mandatory floors for notice periods, commission payment rights, and post-termination indemnity or compensation. The indemnity method caps the payment at one year's average annual commission over the preceding five years; the compensation method is uncapped and has produced larger awards in French and German courts. GDPR applies to any personal data about customers the agent processes on behalf of the principal, requiring a data processing addendum. Local counsel is strongly recommended before appointing agents in France, Germany, or Spain, which have particularly agent-protective implementations.",[238,241,502,253,503,504,505,506,507,508,509,510],"non-disclosure-agreement-nda-D12692","commission-sales-agreement-D532","sales-representative-agreement-D556","referral-agreement-D13279","partnership-agreement-D12551","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","general-non-compete-agreement-D882","joint-venture-agreement-D889",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":99,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":522},"distribution-and-channel","agreement","general","all-stages",[514,518,519,520,521],"commission","contract","sales-agency","distribution",0.95,"\u003Ch2>What is a Sales Agency Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Sales Agency Agreement\u003C/strong> is a legally binding contract in which a principal appoints an independent sales agent to solicit orders for its products or services within a defined territory, on a commission basis. Unlike a distributor, the agent never takes title to the goods — they find customers, forward orders to the principal, and earn a percentage of the net invoice value of accepted orders. The agreement defines the territory and whether the appointment is exclusive, the products in scope, the commission rate and payment trigger, minimum performance thresholds, term and notice periods, and what the agent is owed when the relationship ends — including any post-termination commission tail and statutory indemnity obligations that apply in the EU and UK regardless of what the contract says.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a sales agency arrangement without a written agreement exposes both sides to serious, concrete risk. A principal without a signed contract cannot enforce exclusivity conditions, hold the agent to minimum performance targets, or limit the agent's authority to accepting orders — meaning an overenthusiastic agent can bind the company to sales it never approved. An agent without a written agreement has no clear record of their commission rate, territory, or entitlement to commission on orders placed after termination by customers they introduced. In the EU and UK, the Commercial Agents Regulations impose mandatory indemnity rights of up to one year's average annual commission that the principal owes regardless of the contract — but without a written agreement, the calculation base and method are left entirely to a court. A properly drafted Sales Agency Agreement fixes the territory unambiguously, locks in commission mechanics, sets a performance floor for exclusive arrangements, and defines post-termination obligations before a dispute makes them far more expensive to resolve.\u003C/p>\n",1781185936943]