[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-sales-agency-agreement-with-trademarks-protection-D1255":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":182,"customdescription":6,"mdFm":183,"mdProseHtml":528},{"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 (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Sales Agent\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Company desires to engage the services of the Sales Agent in the capacity of independent sales agent in the Territory, as hereinafter defined, and the Sales Agent desires to provide his services to Company in the capacity of independent sales agent on the terms and conditions hereinafter set out. NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and agreements hereinafter contained, it is agreed by and between the parties hereto as follows: TERM OF AGREEMENT This Agreement shall become effective upon the date of its execution (which shall be taken to mean the date first appearing on page one hereof), and shall continue in full force and effect (unless sooner terminated in one of the manners provided hereinafter) for [NUMBER] full year from said date. Furthermore, this Agreement shall continue in full force and effect for successive one-year periods from and after the initial year term hereof, provided that the Sales Agent has complied with all the terms and conditions hereof and both parties hereto mutually agree upon the terms and conditions of renewal. SALE OF PRODUCTS The Sales Agent will act as exclusive Sales Agent for Company in the following territories (hereinafter referred to as the \"Territory\"), namely: The Sales Agent agrees to sell and promote the sale of such of the products of Company as Company may from time to time designate, at such prices and on such terms and conditions as Company shall specify and approve (hereinafter referred to as \"Company Products\"). Without limiting the generality of the foregoing, it shall be the responsibility of the Sales Agent to sell Company's line consisting of the following products: Without incurring any liability to the Sales Agent, Company shall have the right at any time and from time to time to modify the specifications or features or to discontinue the sale of any products. The Sales Agent shall devote his full time and attention to the sale of Company's Products, and shall regularly call upon all customers and potential new customers within the Territory to solicit orders for products of Company therefrom, and shall at all times use his best efforts, in good faith, to promote the interests of Company in the sale of such products. All orders received by the Sales Agent from customers shall be transmitted to Company on a regular basis, at its principal office, and no order received shall be binding upon Company or the customer until same has been accepted by Company and approved by Company's credit department. The Sales Agent shall have no authority to accept any orders received by him. The Sales Agent agrees and undertakes to abide and comply with all sales policies and operating procedures of Company, as established and issued by Company from time to time, so long as they are not in conflict with [COUNTRY] [YOUR COUNTRY LAW] and governmental regulations. COMMISSIONS Company agrees to pay the Sales Agent a commission of [PERCENTAGE %] on all orders emanating from the Territory, whether received directly from the Sales Agent's place of business or from the Sales Agent's salesmen in the Territory or by mail or telephone directly from purchasers situated within the Territory. Commissions are calculated on the net invoice amounts actually received by Company from purchasers in the Territory in payment of orders for products. For the purposes hereof, \"net invoice amounts\" shall be defined as the gross invoice value of orders, less deductions for sales taxes, cost of insurance, cost of freight and other transportation charges, and any allowance or discounts granted to customers. All commissions due to the Sales Agent hereunder shall be payable on or before the 30th day of the month following the date of shipment of the Company Products. Notwithstanding anything herein to the contrary, the Sales Agent shall not be entitled to commissions on Company Products: (i) that are returned to Company; (ii) for which the account receivable is written off as a bad debt by Company's credit department because the purchaser is insolvent or bankrupt, is winding-up its business or has made a general assignment for the benefit of its creditors or any other similar situation where the account receivable in question is uncollectible in the opinion of Company; or (iii) for which payment is not received by Company within [NUMBER] days after the invoice date, even if payment is eventually received after such one hundred and [NUMBER] day period. The amount of commissions paid to the Sales Agent with respect to Company Products for which the Sales Agent is not entitled to commissions, as provided for in Article [NUMBER] (i), (ii) and (iii), shall be deducted directly from any future commissions payable to the Sales Agent. The commissions contemplated hereby shall be the sole and exclusive consideration to be paid by Company to the Sales Agent for the Sale Agent's services hereunder, and the Sales Agent shall have no right to reimbursement for any expenses incurred in the Sales Agent's performance of its obligations hereunder. The Sales Agent agrees and undertakes to use his best efforts to promptly assist Company in situations where purchasers are delinquent in the payment of their accounts. INDEPENDENT CONTRACTOR The Sales Agent shall at no time represent or hold itself out as having any apparent or express authority to incur any debt or liability for or on behalf of Company, and at no time, without the express written authorization of Company, shall the Sales Agent so incur any such indebtedness for or on behalf of Company. It is understood and agreed by the Sales Agent that this Agreement shall not be construed as an employment agreement and, further, that no representations will be made or acts taken by the Sales Agent which could establish any apparent relationship of agency, joint venture or partnership, and Company shall not be bound in any manner whatsoever by any agreements, warranties or representations made by the Sales Agent. The Sales Agent shall not establish any bank account, make any purchase, apply for any loan or credit or incur or permit any obligation to be incurred in the name or on the credit of Company. This Agreement is merely a relationship that exists between independent contractors with neither party being able to commit the other. NON-COMPETITION The Sales Agent will not represent in any manner whatsoever any other product line that is the same, similar or competitive with the products set out in Article [NUMBER] hereof. The Sales Agent shall discuss with Company any undertakings that are contemplated for the representation of any other product lines prior to the Sales Agent proceeding to promote, distribute and sell such products. Any failure to obtain prior written consent from Company in this connection shall constitute an automatic breach of this Agreement and Company may immediately terminate this Agreement without further notice. 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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":119,"url":120},"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},[112,115,118],{"label":113,"url":114},"Human Resources","human-resources",{"label":116,"url":117},"Hire an Employee","hire-employee",{"label":33,"url":99},"sales representative agreement","/template/sales-representative-agreement-D556",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":9,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":133,"url":134},"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. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":143,"description":6},"non disclosure agreement nda",[145,146],{"label":33,"url":99},{"label":147,"url":148},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":159,"keywords":164,"url":165},"TRADEMARK LICENSE This Trademark License (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Trade Marks (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the trade marks set forth in Schedule [SPECIFY] attached hereto (the \"Trade Marks\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Trade Mark License\"), to use the Trade Marks and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Trade Marks (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Trade Mark in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Trade Mark outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Trade Marks (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Trade Marks in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Trade Marks as the Licensor may reasonably impose, may use the Trade Marks in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Trade Mark License is limited strictly to the rights granted hereunder and that all other rights in the Trade Marks in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Trade Mark License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a trade mark license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Trade Mark License shall take place only upon the assignee and the Licensor entering into a trade mark license agreement substantially the same as this Trade Mark License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Trade Marks shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Trade Marks than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Trade Marks than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and trade mark provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Trade marks, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.","Trademark License Agreement","9",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement-D5230.png","https://templates.business-in-a-box.com/imgs/250px/5230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5230.xml",{"title":6,"description":6},[160,161],{"label":33,"url":99},{"label":162,"url":163},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark license agreement","/template/trademark-license-agreement-D5230",{"description":167,"descriptionCustom":6,"label":168,"pages":169,"size":170,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":180,"url":181},"EXCLUSIVE SOLICITATION/SALES COMMISSION AGREEMENT This Exclusive Solicitation/Sales Commission Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Representative\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH THAT, in consideration of the mutual convenience and undertakings hereinafter set forth, the parties hereto agree as follows: 1. OBJECT The Company hereby grants to Representative the sole and exclusive right to solicit and collect orders for the purchase of such company products described in Schedule A attached hereto (hereinafter referred to as \"Products\") from the customers listed in Schedule B attached hereto (hereinafter referred to as \"Customers\") within the geographic area described in Schedule C attached hereto (hereinafter referred to as the \"Territory\"). 2. TERM This Agreement covers a period beginning [DATE], and terminating on [DATE]. Upon the expiry of this term, it shall be renewed automatically for an additional period of [NUMBER] years and thence similarly from year to year thereafter unless one party has given written notice to the other at least one month before the renewal date of its intention to terminate this Agreement. This Agreement may also be terminated in accordance with Section 12 hereof. 3. BEST EFFORTS Representative agrees that its employee(s) will use his (their) best efforts to actively promote and increase the sale of the Products in the Territory and more specifically to reach the forecast listed in Schedule D hereto attached. 4. PROMOTIONAL MATERIALS The Company shall supply Representative, on request, copies of all materials describing or advertising the Products. Representative shall not distribute any other promotional materials than those furnished by the Company. 5. PRICES The Products shall be sold by the Representative at prices shown on a price list to be furnished by the Company to the Representative, which price list may be amended from time to time by the Company. 6. PRODUCTS OF OTHER MANUFACTURERS It is understood by the parties that Representative may continue to solicit orders for, sell, or otherwise distribute the products of other manufacturers subject to the following terms and conditions: Attached hereto as Schedule E, is a list and a description of the products presently promoted, sold or otherwise distributed by Representative. Representative shall not, without the Company's prior written consent, which may be withheld at the Company's entire discretion, promote, solicit orders, sell or otherwise distribute, directly or indirectly, a product not specified in Schedule E. 7. PURCHASE ORDERS 7.1 All purchase orders received by Representative shall be submitted to the Company forthwith. Purchase orders shall specify the particular products, the quantity thereof required and the date of required delivery thereof. 7.2 Any purchase order received by the Company may be refused or accepted by the Company. Upon acceptance of such order, the Company shall deliver the products directly to the customer at the location specified in the said order. The Customer shall be invoiced directly by the Company. 8. RENUMERATION 8.1 Subject to paragraph 8.4 hereof, Representative shall be entitled to receive from the Company a commission equal to a percentage of the net amount invoiced by the Company for the sale of the Products to Customers in the Territory as per Schedule F attached hereto. The \"net amount invoice\" shall be the amount of the invoice less discounts, taxes, or any other charges (such as embroidery and printing). It is understood that a commission will be owing to Representative for such invoice meeting the conditions herein, whether or not orders were submitted by Representative to the Company or received directly by the Company from the customer. 8.2 The Company agrees to submit to Representative on a regular basis, copies of all order confirmations processed by the Company, to be later followed by a copy of the corresponding invoices. 8.3 Any commission payable by the Company to Representative pursuant to this Agreement will be paid on the [NUMBER] day of the month following the date of the invoice. 8.4 Should an invoice remain unpaid for a period of [NUMBER] days from the due date, Representative undertakes to repay the commission relating to such sale to the Company, in the event that it has already been paid by the Company to a representative. Such an amount is owing as of the [NUMBER] day following the date of the notice to this effect sent by the Company to Representative. No liability shall be incurred by the Company for any loss of commission resulting from cancellation of an order (either by the Company or the customer) or resulting from an order not shipped complete for any reason whatsoever. 8.6 In the event of termination of this Agreement for whatever reason, the Company will honor all commissions owed to Representative for orders submitted by Representative to the Company or received directly by the Company from the customer prior to the termination of this Agreement, as per the following: Commissions will be paid for all nylon and technical orders \"in-stock and/or booking\" shipped and invoiced during a period of three months following the effective date of termination. 8.6.2 Commissions will be paid for all other seasonal products after the goods will have been shipped and invoiced. 9. PRODUCT SAMPLES 9.1 Representative shall purchase from the Company samples of the products at a discount of [%] of the price corresponding to such products shown on the current price list. All payment owing by Representative to the Company for the purchase of such samples shall be paid to the Company within [NUMBER] days of the date of the invoice issued by the Company. 9.2 Product samples are the property of the Representative and are not to be returned to the Company. It is understood that Representative may sell such samples for his own profit as he determines and he must assume all risks involved with the sale. 10. PROPRIETARY INTEREST Representative agrees that it will, at any time upon request of the Company, and, in any event, promptly upon termination of this Agreement, return to the Company all price lists, quotation guides, outstanding quotations, books, records, manuals and sales literature and paraphernalia, customer record cards, correspondence, contracts, orders and other papers and documents in its possession which pertain or relate to the Company's business whether furnished to Representative by the Company or compiled by Representative in the course of its services hereunder, it being understood that all such property, books, papers and the like are and remain the property of the Company, and that the Company shall not be required to pay to Representative any sums of money then due to Representative until this provision has been complied with. Representative further agrees not to retain any copies or reproductions of the documents or such property of the Company. 11. CONFIDENTIAL INFORMATION AND NON-COMPETITION","Exclusive Sollicitation Sales Commission Agreement","12",60,"https://templates.business-in-a-box.com/imgs/1000px/exclusive-sollicitation_sales-commission-agreement-D1242.png","https://templates.business-in-a-box.com/imgs/250px/1242.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1242.xml",{"title":6,"description":6},[176,178],{"label":17,"url":177},"sales-marketing",{"label":20,"url":179},"marketing-sales-contracts","exclusive sollicitation sales commission agreement","/template/exclusive-sollicitation-sales-commission-agreement-D1242",false,{"seo":184,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":255,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":437,"comparisons":461,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":516,"classification":517},{"meta_title":185,"meta_description":186,"primary_keyword":22,"secondary_keywords":187},"Sales Agency Agreement With Trademarks Protection Template (Free Word)","Free sales agency agreement template with trademark protection clauses. Covers territory, commission, IP licensing, brand usage, and termination. Free Word and PDF download.",[188,189,190,191,192,193],"agency agreement with trademark clause","sales agent contract template","trademark licensing sales agreement","commercial agency agreement template","sales agency contract word","brand protection sales agent agreement",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":182},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Sales Agency Agreement With Trademarks Protection is a legally binding contract between a principal (the brand or product owner) and a sales agent (an independent representative authorized to sell on the principal's behalf) that defines the commercial relationship and explicitly governs how the principal's trademarks, trade names, and branded materials may be used. This free Word download covers territory, commission structure, IP licensing scope, brand usage standards, exclusivity, and termination in a single document you can edit online and export as PDF.\n","Use it whenever you appoint an external sales agent or distributor to sell your products or services in a defined territory, especially where brand consistency and trademark integrity are business-critical concerns. It is equally important when an agent will use your logos, product names, or promotional materials to solicit customers on your behalf.\n","Appointment and territory scope, trademark license grant and usage restrictions, commission rates and payment mechanics, sales targets and performance obligations, confidentiality, non-compete and non-solicitation restrictions, IP ownership and infringement reporting, and termination with post-termination brand obligations.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Product manufacturers and brand owners","Appointing regional sales agents while protecting trademark use in new markets","persona-manufacturer",{"title":211,"use_case":212,"icon_asset_id":213},"Software and SaaS companies","Authorizing reseller agents to sell and demo branded software products","persona-saas-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Consumer goods companies","Expanding into international territories through local sales representatives","persona-small-business-owner",{"title":219,"use_case":220,"icon_asset_id":221},"Franchise and licensing businesses","Controlling how agents represent the brand in customer-facing sales activities","persona-franchise-applicant",{"title":223,"use_case":224,"icon_asset_id":225},"Startup founders","Engaging commission-only sales agents without diluting brand ownership or IP","persona-startup-founder",{"title":227,"use_case":228,"icon_asset_id":229},"Export and trade companies","Appointing foreign sales agents who must adhere to strict trademark standards","persona-international-employer",[231,235,239,242,245,249,252],{"situation":232,"recommended_template":233,"slug":234},"Appointing an exclusive agent for a single defined territory","Exclusive Sales Agency Agreement","exclusive-buyer-agency-agreement-D12824",{"situation":236,"recommended_template":237,"slug":238},"Using multiple non-exclusive agents in the same market","Non-Exclusive Sales Agency Agreement","non-exclusive-sales-representative-agreement-D12813",{"situation":240,"recommended_template":89,"slug":241},"Selling physical goods to an agent who resells at their own risk","distribution-agreement-D12544",{"situation":243,"recommended_template":152,"slug":244},"Licensing trademarks without a sales agency component","trademark-license-agreement-D5230",{"situation":246,"recommended_template":247,"slug":248},"Engaging a commission-only independent sales representative","Independent Sales Representative Agreement","sales-representative-agreement-D556",{"situation":250,"recommended_template":251,"slug":248},"Appointing a manufacturer's representative for a product line","Manufacturer's Representative Agreement",{"situation":253,"recommended_template":123,"slug":254},"Contracting a self-employed individual for broader business services","independent-contractor-agreement-D160",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Principal","The company or individual who owns the products or services being sold and appoints the sales agent to act on their behalf.",{"term":260,"definition":261},"Sales Agent","An independent representative authorized to solicit orders or conclude sales on behalf of the principal, typically in exchange for a commission.",{"term":263,"definition":264},"Trademark License","A limited, revocable grant permitting the sales agent to use the principal's registered trademarks, logos, and trade names strictly for authorized sales activities.",{"term":266,"definition":267},"Territory","The defined geographic area or market segment within which the agent is authorized to solicit sales, either exclusively or non-exclusively.",{"term":269,"definition":270},"Exclusivity","A contractual commitment by the principal not to appoint additional agents in the same territory during the agreement term.",{"term":272,"definition":273},"Commission Rate","The percentage of net sale value the agent earns as compensation for each order the principal accepts and fulfills.",{"term":275,"definition":276},"Goodwill","The commercial reputation and customer relationships associated with a trademark; the agreement must address whether any goodwill generated by the agent's sales activity belongs to the principal or the agent.",{"term":278,"definition":279},"Indemnity Clause","A provision requiring one party to compensate the other for specified losses — commonly triggered by trademark misuse, unauthorized representations, or breach of the agreement.",{"term":281,"definition":282},"Non-Compete Restriction","A post-termination clause preventing the agent from representing competing products or brands in the same territory for a defined period after the agreement ends.",{"term":284,"definition":285},"Intellectual Property (IP)","Trademarks, trade names, logos, product designs, and proprietary materials owned by the principal that the agent is licensed to use solely for authorized sales purposes.",{"term":287,"definition":288},"Agency Indemnity (Commercial Agency)","A statutory right in the EU and UK for agents to claim compensation or indemnity upon termination, based on the business they generated for the principal.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Appointment, Territory, and Exclusivity","Establishes the principal-agent relationship, defines the geographic or market territory in which the agent may operate, and states whether the appointment is exclusive or non-exclusive.","[PRINCIPAL COMPANY NAME] ('Principal') hereby appoints [AGENT COMPANY/INDIVIDUAL NAME] ('Agent') as its [exclusive / non-exclusive] sales agent in the territory of [TERRITORY DESCRIPTION] for the purpose of soliciting orders for [PRODUCTS/SERVICES DESCRIPTION].","Defining territory too broadly or leaving it undefined. An unspecified territory creates disputes over which sales the agent is owed commission on and exposes the principal to multiple agents claiming the same territory.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Trademark License Grant","Grants the agent a limited, non-transferable license to use the principal's trademarks, logos, and trade names exclusively for authorized sales and promotional activities within the territory.","Principal grants Agent a limited, non-exclusive, non-transferable license to use the Trademarks listed in Schedule A solely in connection with the promotion and sale of the Products in the Territory. Agent shall not sublicense, assign, or otherwise transfer any rights in the Trademarks without prior written consent of the Principal.","Not attaching a Schedule A listing the specific registered trademarks covered. A generic reference to 'the company's trademarks' leaves ambiguity about which marks are licensed and may inadvertently include unregistered marks or pending applications.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Brand Usage Standards and Approval","Specifies how the agent must use the trademarks — required formats, color standards, required trademark symbols, and the approval process for any marketing material the agent creates.","Agent shall use the Trademarks strictly in accordance with the Brand Usage Guidelines provided by Principal (Schedule B). All marketing, promotional, and sales materials bearing the Trademarks must receive prior written approval from Principal's Marketing Director before distribution.","Granting broad license without an approval requirement. An agent's off-brand or legally non-compliant use of a trademark can weaken the principal's registration or create liability without a documented approval process.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Agent's Duties and Sales Obligations","Sets out the agent's core obligations — actively promoting products, meeting minimum sales targets, reporting on market conditions, and following the principal's sales and pricing policies.","Agent shall use commercially reasonable efforts to promote and solicit orders for the Products within the Territory, maintain a minimum of [X] active customer contacts per [MONTH/QUARTER], and provide Principal with written sales activity reports on a [MONTHLY/QUARTERLY] basis. Agent shall not alter, modify, or negotiate prices except within the ranges pre-approved by Principal in writing.","No minimum performance obligation. Without quantified targets or a 'commercially reasonable efforts' standard, it becomes nearly impossible to terminate a non-performing agent for cause without triggering a wrongful termination dispute.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Commission Structure and Payment Terms","Defines the commission rate or schedule, the event that triggers entitlement (order placement vs. payment receipt), the payment currency and timeline, and what happens to commissions on disputed or returned orders.","Principal shall pay Agent a commission of [X]% of the Net Invoice Value of each order accepted by Principal and paid in full by the customer. Commission is earned upon receipt of full payment by Principal and shall be remitted within [30] days of month-end in which payment is received. Commission on cancelled or returned orders shall be reversed against the Agent's next statement.","Not defining when commission is 'earned.' If the agreement says commission accrues on orders placed rather than orders paid, the principal owes commission on bad debt — a significant financial exposure for high-volume agent relationships.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"IP Ownership and Infringement Reporting","Confirms that all trademarks and IP remain exclusively owned by the principal, that the agent gains no rights in the marks beyond the limited license, and that the agent must promptly report any suspected infringement or misuse they observe in the territory.","Agent acknowledges that all Trademarks and IP are and shall remain the sole property of Principal. Agent acquires no rights in the Trademarks other than the limited license in this Agreement. Agent shall promptly notify Principal in writing upon becoming aware of any actual or suspected infringement, counterfeiting, or unauthorized use of the Trademarks within the Territory.","No acknowledgment that the agent earns no rights in the marks through use. In some jurisdictions, prolonged use of a trademark by an agent without such a clause can support a claim that the agent has acquired goodwill or common-law rights in the mark.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Confidentiality","Prohibits the agent from disclosing or misusing the principal's pricing, customer lists, product roadmaps, and business strategy during and after the agreement.","Agent agrees to keep confidential all Confidential Information of Principal and shall not disclose or use any such information except as strictly necessary to perform the Agent's duties under this Agreement. This obligation survives termination of this Agreement for a period of [X] years.","Failing to define what constitutes Confidential Information. Without a definition, courts apply a reasonableness test — and pricing schedules, customer databases, or margin information that was shared informally may not qualify without explicit inclusion.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Non-Compete and Non-Solicitation","Restricts the agent from representing competing products or brands in the territory during the agreement term and for a defined period after termination, and from soliciting the principal's customers for competing suppliers.","During the term of this Agreement and for [12] months following its termination, Agent shall not, within the Territory, directly or indirectly represent, promote, or sell any product or service that competes with the Products, or solicit any customer introduced to Agent by Principal.","Using a non-compete duration that courts in the governing jurisdiction routinely void as unreasonable. Post-termination non-competes for sales agents must be calibrated to the agent's actual market access — 6 to 12 months is more consistently enforced than 24-month restrictions.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Term, Termination, and Post-Termination Trademark Obligations","States the initial contract term, renewal mechanics, notice periods for termination, grounds for immediate termination for cause, and — critically — what the agent must do with branded materials and all licensed marks upon termination.","This Agreement commences on [START DATE] and continues for [X] years, renewing automatically for successive [1]-year terms unless either party provides [60] days' written notice. Upon termination for any reason, Agent shall immediately cease all use of the Trademarks, destroy or return all branded materials as directed by Principal, and confirm compliance in writing within [10] business days.","No express post-termination obligation to cease trademark use and return branded materials. Without it, former agents have continued using the principal's marks on websites, social media, and promotional materials for months after termination, creating brand confusion and dilution.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing Law, Dispute Resolution, and Agent Indemnity","Specifies the governing jurisdiction, how disputes are resolved (arbitration, mediation, or litigation), and addresses whether the agent is entitled to any statutory indemnity or compensation claim upon termination.","This Agreement is governed by the laws of [STATE/PROVINCE/COUNTRY]. Any dispute shall be resolved by binding arbitration under the rules of [AAA / ICC / LCIA] in [CITY]. If Agent operates in a jurisdiction with statutory agent indemnity rights, any contractual limitation of those rights is set out in Schedule C.","Ignoring statutory agent indemnity rights in the EU and UK. Commercial Agency Regulations in both jurisdictions give qualifying agents a mandatory right to indemnity or compensation upon termination — a contractual waiver is void unless specific statutory conditions are met.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify both parties with full legal names","Enter the principal's registered company name, jurisdiction of incorporation, and registered address. Enter the agent's full legal name or registered trading name. Confirm both align with any corporate registry filings before execution.","Using a trade name instead of a registered legal entity for either party can make the agreement unenforceable against the correct corporate entity in a dispute.",{"step":347,"title":348,"description":349,"tip":350},2,"Define the territory precisely","Specify the territory by country, state/province, postal codes, named industry verticals, or a named customer list — whichever is most appropriate. Decide whether the appointment is exclusive or non-exclusive and state it explicitly.","If the territory is international, confirm whether the agent will be subject to local commercial agency laws (particularly EU, UK, and Canadian provincial regulations) before deciding on exclusivity.",{"step":352,"title":353,"description":354,"tip":355},3,"Complete Schedule A: trademark register","List every trademark the agent is authorized to use — registration number, jurisdiction, class, and the exact form (word mark, logo, combination). Attach a visual reference sheet showing approved logo formats and color codes.","Only license trademarks that are actively registered in the territory. Licensing an unregistered mark gives the agent less legal clarity and weakens your enforcement position against third-party infringers.",{"step":357,"title":358,"description":359,"tip":360},4,"Attach Schedule B: brand usage guidelines","Reference your existing brand guide or create a simplified version covering minimum size requirements, prohibited modifications, co-branding rules, required trademark symbols (® or ™), and the approval workflow for agent-created materials.","A one-page quick-reference card works better than a 40-page brand manual. Agents who cannot interpret the guidelines will ignore them.",{"step":362,"title":363,"description":364,"tip":365},5,"Set the commission rate and payment trigger","Enter the commission percentage, specify whether it applies to gross invoice value or net of freight and taxes, define the trigger event (order accepted vs. invoice paid vs. cash received), and set the payment timeline.","Tying commission to cash received rather than invoice date protects the principal from owing commission on bad debt — especially important in high-volume or export markets with longer collection cycles.",{"step":367,"title":368,"description":369,"tip":370},6,"Insert minimum performance obligations","Add a quantified sales target or a 'commercially reasonable efforts' standard, specify the reporting format (monthly call report or CRM submission), and tie sustained underperformance to a cure period before termination.","A 90-day cure period before termination for underperformance gives the agent a fair opportunity to recover while giving the principal a defensible paper trail if the relationship must end.",{"step":372,"title":373,"description":374,"tip":375},7,"Calibrate non-compete scope to jurisdiction and role","Set the post-termination restriction period (typically 6–12 months), define the competing products category narrowly enough to survive judicial scrutiny, and confirm the governing jurisdiction's enforceability standards.","EU and UK courts apply a proportionality test — if the non-compete prevents the agent from earning a livelihood in their trade, it will be struck down regardless of what the contract says.",{"step":377,"title":378,"description":379,"tip":380},8,"Sign before the agent begins any sales or brand activity","Both parties must execute the agreement before the agent uses any trademark, contacts any customer, or makes any representation about the principal's products. Post-commencement signatures create fresh-consideration issues in common-law jurisdictions.","Use an electronic signature platform that timestamps execution and stores the executed copy — this is critical evidence in trademark misuse or commission disputes.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Granting a trademark license without a Schedule A listing specific marks","A generic license covering 'all company trademarks' may inadvertently extend to pending applications, unregistered marks, or marks in classes the principal intended to restrict — creating licensing liability in unexpected categories.","Attach a Schedule A listing each authorized trademark by registration number, jurisdiction, and permitted use. Update the schedule by written amendment whenever the trademark portfolio changes.",{"mistake":387,"why_it_matters":388,"fix":389},"No post-termination obligation to cease trademark use","Without an express obligation to stop using the principal's marks upon termination, former agents have continued using logos, domain names, and social media handles branded with the principal's trademarks for months after the relationship ends.","Include a clause requiring the agent to immediately cease all trademark use, return or destroy branded materials, and confirm compliance in writing within 10 business days of termination.",{"mistake":391,"why_it_matters":392,"fix":393},"Tying commission entitlement to order placement rather than payment receipt","If commission accrues when orders are placed, the principal owes commission on customer defaults, cancellations, and disputed invoices — a significant financial exposure in markets with long collection cycles or high dispute rates.","Define commission as earned only upon the principal's receipt of full payment from the customer, with a clawback mechanism for subsequent returns or charge-backs.",{"mistake":395,"why_it_matters":396,"fix":397},"Ignoring statutory agent indemnity rights in EU and UK markets","The EU Commercial Agents Directive and UK Commercial Agents Regulations grant qualifying agents a mandatory right to compensation or indemnity upon termination. A contractual waiver of this right is void, and principals who ignore it face claims averaging one year's gross commission.","If the agent operates in the EU or UK, obtain legal advice on whether the Regulations apply, address any mandatory indemnity in the agreement, and budget for the potential liability before appointing the agent.",{"mistake":399,"why_it_matters":400,"fix":401},"Undefined brand approval process for agent-created marketing materials","Without a documented approval requirement, agents produce off-brand or legally non-compliant materials bearing the principal's trademarks — materials that are difficult to recall once distributed to customers.","Include an explicit pre-approval requirement and a designated approval contact, with a timeline (e.g., 5 business days to respond) so the agent is not blocked from timely sales activities.",{"mistake":403,"why_it_matters":404,"fix":405},"Using a territory definition that overlaps with existing distribution or agency agreements","Appointing two agents with overlapping territories — even accidentally — triggers commission disputes on shared customers and can expose the principal to breach claims from the first-appointed agent.","Maintain a territory register before each new appointment and require the agent to confirm in writing that they are aware of the territory boundaries and that no competing appointment exists.",[407,410,413,416,419,422,425,428,431,434],{"question":408,"answer":409},"What is a sales agency agreement with trademarks protection?","A sales agency agreement with trademarks protection is a legally binding contract between a brand owner (the principal) and an independent sales agent that sets out both the commercial terms of the sales relationship and the specific conditions under which the agent may use the principal's trademarks, logos, and trade names. It combines standard agency terms — territory, commission, performance obligations, and termination — with an explicit trademark license and brand usage standards, ensuring the principal retains control over how their brand is represented in the market.\n",{"question":411,"answer":412},"What is the difference between a sales agency agreement and a distribution agreement?","Under a sales agency agreement, the agent solicits orders on behalf of the principal and typically never takes title to the goods — the contract of sale is between the principal and the end customer, and the agent earns a commission. Under a distribution agreement, the distributor buys goods from the principal at wholesale and resells them at their own risk and price, taking title to inventory. The trademark implications differ significantly: a distributor typically has broader rights to use the brand for resale, while an agent's trademark use must be strictly limited to authorized sales activities on the principal's behalf.\n",{"question":414,"answer":415},"Why do I need trademark protection clauses in a sales agency agreement?","A standard sales agency agreement authorizes the agent to act on your behalf but does not explicitly govern how they use your brand. Without trademark clauses, agents may modify logos, make unauthorized claims, create off-brand materials, or continue using your trademarks after termination. Explicit trademark license terms, usage standards, and a post-termination cessation obligation are the contractual tools that protect brand integrity and give you an enforceable basis to act if the agent misuses your IP.\n",{"question":417,"answer":418},"Does a sales agent acquire any rights in my trademarks through use?","Generally, no — provided the agreement explicitly states that all trademark rights remain with the principal and that the agent acquires no rights in the marks beyond the limited license granted. Without that acknowledgment, prolonged, visible use of a trademark by an agent can support a common-law goodwill claim in some jurisdictions. Including a clear IP ownership clause and a Schedule A limiting the license to specific registered marks substantially reduces this risk.\n",{"question":420,"answer":421},"What should be included in a trademark license within a sales agency agreement?","The license clause should identify the specific marks authorized (by registration number and jurisdiction in a Schedule A), state that the license is limited, non-exclusive, non-transferable, and revocable, specify the approved use cases (sales promotion, customer presentations, approved marketing materials only), reference brand usage guidelines, require pre-approval of agent-created materials, and include a clear obligation to cease use and return or destroy all branded materials on termination.\n",{"question":423,"answer":424},"Are post-termination non-compete clauses enforceable against sales agents?","Enforceability depends on jurisdiction, duration, and scope. In the US, most states allow post-termination non-competes for independent agents if they are reasonable in duration (typically 6–12 months) and limited to directly competing products in the same territory. In the EU and UK, commercial agents are entitled to a maximum 2-year post-termination non-compete under the Commercial Agents Directive, but only if it relates to the same product category and geographic area. California and several other US states restrict or ban non-competes for independent contractors entirely. Always verify enforceability in the agent's operating jurisdiction before finalizing the clause.\n",{"question":426,"answer":427},"What statutory rights do sales agents have upon termination?","In the EU and UK, the Commercial Agents Directive and UK Commercial Agents Regulations grant qualifying agents a mandatory right to either indemnity (up to one year's average annual commission) or compensation (based on the value of the agency goodwill) upon termination, unless the agent is terminated for cause or the agent themselves terminates without just cause. These rights cannot be waived in advance by contract. In the US and Canada, no equivalent statutory right exists, but common-law principles may support a claim for commission on orders in the pipeline at termination.\n",{"question":429,"answer":430},"Can a sales agency agreement be terminated without notice?","Termination for cause — such as trademark misuse, material breach, or criminal conduct — can typically occur immediately without notice. Termination without cause generally requires a notice period specified in the contract. In the EU and UK, minimum statutory notice periods apply: one month per year of service up to a maximum of three months after three years. Terminating without following required notice periods exposes the principal to wrongful termination claims and may increase the agent's indemnity entitlement.\n",{"question":432,"answer":433},"Do I need a lawyer to draft a sales agency agreement with trademark clauses?","For straightforward domestic appointments with a single agent in a well-understood market, a high-quality template is a practical starting point. Legal review is strongly recommended when the agent operates in the EU or UK (where statutory agent rights apply), when the trademark portfolio includes multiple classes or registered marks in multiple jurisdictions, when the commission exposure is material, or when the agent will have significant customer-facing brand visibility. A 2–3 hour legal review typically costs $500–$1,000 and is worthwhile for any appointment with meaningful brand or revenue exposure.\n",{"question":435,"answer":436},"What happens to agent-generated customer relationships when the agreement ends?","Unless the agreement explicitly assigns customer relationships to the principal, there can be ambiguity about who 'owns' the customers the agent developed. A well-drafted agreement should state that all customer relationships and data generated in the course of the agency belong to the principal, that the agent will cooperate in transitioning customers upon termination, and that the non-solicitation clause prevents the agent from approaching those customers on behalf of a competitor. In the EU and UK, the value of those customer relationships factors directly into the agent's indemnity or compensation calculation.\n",[438,442,446,450,454,458],{"industry":439,"icon_asset_id":440,"specifics":441},"Consumer Goods and FMCG","industry-retail","Multiple regional agents selling branded products to retailers require strict visual identity standards, approval workflows for in-store promotional materials, and clear geographic territory splits to prevent commission disputes.",{"industry":443,"icon_asset_id":444,"specifics":445},"Technology and SaaS","industry-saas","Reseller agents demoing branded software must be restricted from modifying product descriptions, screenshots, or UI representations, and post-termination obligations must cover digital assets including partner portal access and co-branded landing pages.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing and Industrial Equipment","industry-manufacturing","Agents selling capital equipment under the principal's brand in international markets face longer sales cycles, making commission-on-payment triggers and pipeline commission clauses at termination particularly important.",{"industry":451,"icon_asset_id":452,"specifics":453},"Professional Services and Consulting","industry-professional-services","Referral or sales agents for professional services firms must be tightly restricted from making service capability representations that could create liability, with trademark use limited to approved client-facing pitch decks and collateral.",{"industry":455,"icon_asset_id":456,"specifics":457},"Pharmaceutical and Medical Devices","industry-healthtech","Regulated industry requirements mean agent marketing materials must comply with FDA or EMA promotional standards; trademark clauses should cross-reference regulatory compliance obligations and require approval by both the legal and regulatory teams.",{"industry":459,"icon_asset_id":440,"specifics":460},"Fashion and Luxury Goods","Brand positioning is critical; agents must adhere to strict visual standards, minimum price floors, approved retail channel restrictions, and prohibited discount practices — all of which should be incorporated into the trademark and sales policy schedules.",[462,465,468,470],{"vs":89,"vs_template_id":463,"summary":464},"distributorship-agreement-D176","A distribution agreement transfers title to goods to the distributor, who resells at their own risk and sets their own price. A sales agency agreement keeps the principal as the contracting party for all sales — the agent solicits orders and earns a commission but never owns the inventory. Trademark implications differ: distributors typically have broader implied rights to use the brand for resale, while agent trademark rights must be explicitly licensed and tightly controlled.",{"vs":247,"vs_template_id":466,"summary":467},"independent-sales-representative-agreement-D13306","An independent sales representative agreement covers commission, territory, and performance obligations but typically does not include an explicit trademark license or brand usage standards. This template adds the trademark protection layer — the license grant, Schedule A, brand approval workflow, and post-termination cessation obligations — making it appropriate wherever the agent will use the principal's branded materials in customer-facing activities.",{"vs":123,"vs_template_id":254,"summary":469},"An independent contractor agreement is a broad services contract covering deliverables, fees, and IP assignment for a wide range of project-based work. A sales agency agreement with trademark protection is purpose-built for the commercial agent relationship — it addresses commission structures, territory, sales obligations, trademark licensing, and the specialized statutory rights that apply to commercial agents in many jurisdictions. Using a generic contractor agreement for a sales agent omits critical protections for both parties.",{"vs":152,"vs_template_id":471,"summary":472},"D{TRADEMARK_LICENSE_AGREEMENT_ID}","A standalone trademark license agreement grants rights to use a mark without embedding a sales or commission structure. This template combines the trademark license with the full commercial agency framework — territory, commission, duties, and termination — in a single document, which is more appropriate when the trademark use is exclusively in the context of the agency sales relationship and inseparable from the agent's commercial obligations.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Domestic appointments with a single agent in a straightforward market and a well-defined product line","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Agents operating in the EU or UK where statutory agency rights apply, or where the trademark portfolio spans multiple jurisdictions","$500–$1,200","2–5 days",{"best_for":483,"cost":484,"time":485},"Multi-territory international agency networks, heavily regulated industries, high-value commission arrangements, or complex trademark portfolios","$2,000–$8,000+","2–4 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","No federal statute governs commercial agency relationships in the US — agency law is state-by-state common law. Non-compete enforceability varies sharply: California, Minnesota, and North Dakota ban most post-termination restrictions on independent contractors. Some states (e.g., Illinois, Massachusetts) have specific sales representative statutes requiring prompt commission payment and imposing penalties for late payment. Trademark use rights are governed by the Lanham Act; an explicit license with a Schedule A is necessary to avoid implied license or naked license arguments that could weaken the principal's trademark registration.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Commercial agency is governed by provincial common law; Quebec applies civil law principles under the Civil Code of Quebec. Several provinces have Sales Representative Acts (Ontario, British Columbia, Alberta) that impose mandatory commission payment timelines and grant agents a statutory lien on goods in their possession. Non-competes must be reasonable in scope and duration to be enforceable. Trademark rights are governed by the Trademarks Act (federal); licensing without adequate quality control can result in a 'naked license' that invalidates the trademark registration.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 give qualifying agents mandatory rights to notice, commission on pipeline orders, and indemnity or compensation upon termination. These rights cannot be waived in advance by contract. Indemnity is capped at one year's average annual commission; compensation is assessed on the value of the agency goodwill. Post-termination non-competes must be limited to the same geographic area and product category and cannot exceed two years. Trademark use by the agent must comply with the Trade Marks Act 1994 and any related registered user provisions.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","The EU Commercial Agents Directive (86/653/EEC), implemented in all member states, provides mandatory protections including minimum notice periods (one month per year up to three months), commission on pipeline orders, and a right to indemnity or compensation on termination. Financial compensation for goodwill is especially prominent in France and Germany, where courts regularly award amounts exceeding one year's commission. Post-termination non-competes require compensation to the agent in several member states. GDPR applies to all customer data the agent collects or processes on the principal's behalf — a data processing addendum is typically required.",[241,248,254,508,244,509,510,511,512,513,514,515],"non-disclosure-agreement-nda-D12692","exclusive-sollicitation-sales-commission-agreement-D1242","exclusive-distribution-agreement-D1240","general-non-compete-agreement-D882","letter-of-intent_acquisition-of-business-D5197","partnership-agreement-D12551","master-service-agreement-D12657","cease-and-desist-letter-D12916",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":99,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":527},"distribution-and-channel","agreement","general","all-stages",[523,524,519,525,526],"intellectual-property","commission","sales-agency","trademark-protection",0.95,"\u003Ch2>What is a Sales Agency Agreement With Trademarks Protection?\u003C/h2>\n\u003Cp>A \u003Cstrong>Sales Agency Agreement With Trademarks Protection\u003C/strong> is a legally binding contract between a \u003Cstrong>Principal\u003C/strong> — the company or individual that owns the products or services being sold — and a \u003Cstrong>Sales Agent\u003C/strong> — an independent representative authorized to solicit orders or close sales on the principal's behalf. What distinguishes this document from a standard sales agency agreement is the explicit trademark license and brand governance framework embedded within it: the contract grants the agent a limited, non-transferable right to use the principal's registered trademarks, logos, and trade names strictly for authorized sales activities, while setting out the usage standards, approval process, and post-termination obligations that ensure the principal retains full control over how their brand appears in the market. The agreement covers territory scope, exclusivity status, commission structure, sales performance obligations, confidentiality, non-compete restrictions, IP ownership acknowledgment, and termination mechanics in a single enforceable document.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Appointing a sales agent without a written agreement — or using a generic contract that lacks trademark provisions — creates four compounding risks. First, without an explicit license and Schedule A, the scope of the agent's authority to use your brand is legally ambiguous: agents have produced off-brand promotional materials, co-branded collateral without approval, and modified logos in ways that dilute trademark distinctiveness. Second, without a post-termination cessation clause, former agents routinely continue using your trademarks on websites, social media profiles, and marketing materials for months after the relationship ends, creating customer confusion and potentially weakening your registration. Third, in the EU and UK, failing to address statutory agent indemnity rights in the agreement exposes the principal to termination compensation claims averaging one year's gross commission — an obligation that exists regardless of what the contract says, but that can be structured and budgeted for when addressed at the outset. Fourth, undefined commission triggers and territory boundaries are the two most common causes of agent disputes: a signed agreement with a clear Schedule A and payment mechanics eliminates both before they become costly arbitration proceedings.\u003C/p>\n",1781185937297]