[{"data":1,"prerenderedAt":517},["ShallowReactive",2],{"document-undertaking-sale-representation-services-D5225":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":516},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"UNDERTAKING SALE REPRESENTATION SERVICES This Undertaking-Sale Representation Services (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Agent\"), 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 \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [AGENT] is employed by and is the [TITLE] of [COMPANY NAME] a company duly incorporated under the laws of the Province of [STATE/PROVINCE] (the \"Agent\"); WHEREAS [COMPANY] has entered into an Agency Agreement dated concurrently herewith (the \"Agency Agreement\") with the Agent pursuant to which [COMPANY] has engaged the technical and sales representation services of [COMPANY] for the [SPECIFY] products manufactured and marketed by [COMPANY] under the brand names [SPECIFY BRAND NAME], as well as such other brand names under which [COMPANY] may manufacture and market [SPECIFY] products throughout the term of the Agency Agreement and any renewals thereof (the \"Products\"); WHEREAS [COMPANY], in engaging the services of the Agent under the Agency Agreement, [COMPANY] did so in reliance upon the Agent's ability to have [AGENT] perform the duties of the Agent thereunder; WHEREAS it is a condition to the execution of the Agency Agreement that concurrently therewith, each of the employees, agents and representatives of the Agent shall execute certain covenants of confidentiality, non-disclosure, non-competition and non-solicitation upon terms and conditions similar to those made by the Agent in favour of [COMPANY] contained in sections [SPECIFY NUMBERS] of the Agency Agreement; NOW THEREFORE [AGENT] COVENANTS IN FAVOUR OF [COMPANY] AS FOLLOWS: All capitalized terms used herein shall have the same definition as ascribed thereto in the Agency Agreement, unless otherwise specified herein. In providing the technical and sale representation services with respect to the Products on behalf of the Agent to [COMPANY] pursuant to the Agency Agreement, [AGENT] shall act in good faith with due care, prudence and diligence and in the best interests of [COMPANY]. [AGENT] shall not at any time, whether during the term of the Agency Agreement or any renewal thereof or thereafter, directly or indirectly disclose to any person any trade secrets or confidential information relating to the Products or to the affairs, operations or clientele of [COMPANY] without the prior written consent of [COMPANY]",null,"Undertaking Sale Representation Services","2",47,"doc","https://templates.business-in-a-box.com/imgs/1000px/undertaking-sale-representation-services-D5225.png","https://templates.business-in-a-box.com/imgs/250px/5225.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5225.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","undertaking sale representation services","Undertaking Sale Representation Services Template","https://templates.business-in-a-box.com/imgs/400px/5225.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Sales & Purchase","/templates/sales-and-purchase/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,116,131,147,161],{"label":39,"url":40,"thumb":41,"extension":10},"Advertising Sales Representation Agreement","/template/advertising-sales-representation-agreement-D5214","https://templates.business-in-a-box.com/imgs/250px/5214.png",{"label":43,"url":44,"thumb":45,"extension":10},"Undertaking of Indemnification","/template/undertaking-of-indemnification-D925","https://templates.business-in-a-box.com/imgs/250px/925.png",{"label":47,"url":48,"thumb":49,"extension":10},"Undertaking of Indemnification -  Director","/template/undertaking-of-indemnification--director-D924","https://templates.business-in-a-box.com/imgs/250px/924.png",{"label":51,"url":52,"thumb":53,"extension":10},"Bill of Sale","/template/bill-of-sale-D1229","https://templates.business-in-a-box.com/imgs/250px/1229.png",{"label":55,"url":56,"thumb":57,"extension":10},"Proposal for Services","/template/proposal-for-services-D1268","https://templates.business-in-a-box.com/imgs/250px/1268.png",{"label":59,"url":60,"thumb":61,"extension":10},"Bill of Sale With Encumbrances","/template/bill-of-sale-with-encumbrances-D1230","https://templates.business-in-a-box.com/imgs/250px/1230.png",{"label":63,"url":64,"thumb":65,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"label":67,"url":68,"thumb":69,"extension":10},"Bulk Sale Notice","/template/bulk-sale-notice-D1232","https://templates.business-in-a-box.com/imgs/250px/1232.png",{"label":71,"url":72,"thumb":73,"extension":10},"Conditional Sale Agreement","/template/conditional-sale-agreement-D1235","https://templates.business-in-a-box.com/imgs/250px/1235.png",{"label":75,"url":76,"thumb":77,"extension":10},"Contract for the Sale of Goods","/template/contract-for-the-sale-of-goods-D1237","https://templates.business-in-a-box.com/imgs/250px/1237.png",{"label":79,"url":80,"thumb":81,"extension":10},"How To Close A Sale","/template/how-to-close-a-sale-D12900","https://templates.business-in-a-box.com/imgs/250px/12900.png",{"label":83,"url":84,"thumb":85,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":100},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15",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":95,"description":6},"distribution agreement",[97,99],{"label":32,"url":98},"business-legal-agreements",{"label":32,"url":98},"/template/distribution-agreement-D12544",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":114,"url":115},"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},[111],{"label":112,"url":113},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":90,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"REFERRAL AGREEMENT This Referral Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF REFERRER] (the \"Referrer\"), an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Referrer shall be referred to as the \"Parties.\" WHEREAS, the Company is engaged in the business of [SPECIFY THE BUSINESS] (the \"Services\"); and WHEREAS, the Referrer desires to refer potential clients (\"Referrals\") of the Services to the Company in exchange for a commission on any revenue generated by the Company as a result of such Introductions; NOW, THEREFORE, the Parties agree as follows: REFERRALS During the Term, the Referrer will make Introductions (as defined in Exhibit A) of the Company to potential clients for purposes of promoting the Services to such potential clients. The Referrer will use its professional judgment as to the appropriateness of a particular Introduction (recognizing that some Introductions may not be appropriate at a particular time or at any time). The Company will meet or conference and negotiate independently with a potential client after an Introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Referrer may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an Introduction. Further, the Company will have sole discretion to enter into or not enter into an arrangement with a potential client. COMMISSION During the Term, the Company will pay the Referrer a commission (the \"Compensation\") on \"Collection Service Revenue\" generated because of Introductions by the Referrer in accordance with Exhibit A. The Compensation shall be considered complete consideration for all Referrals made during the Term. The Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company. TERM AND TERMINATION The Term (the \"Initial Term\") of this Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER OF MONTHS] months. Prior to the end of the Initial Term and each \"Renewal Term\" (as hereafter defined), this Agreement will automatically extend for an additional [NUMBER OF MONTHS] month period (each, a \"Renewal Term\") unless either Party sends the other Party a notice of non-renewal at least [NUMBER OF DAYS] days prior to the expiration of the \"Term\" (as hereafter defined). The Initial Term and any Renewal Terms shall be collectively referred to herein as the \"Term.\" This Agreement may be terminated by either party upon [NUMBER OF DAYS] days' prior written notice. The following provisions shall survive the Termination Date: Representations and Warranties, Indemnification, Limitation of Liability, Confidentiality, Non-Competition and Non-Solicitation. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Referrer each expressly agree and understand that they are creating an independent contractor relationship, and that the Referrer shall not be considered an employee of the Company for any purpose. The Referrer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Referrer is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the Services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Referrer from performing Services for other clients or businesses, provided, however, that during the Term of this Agreement, the Referrer shall not apply, bid, or contract for, or undertake any employment, independent contractor work or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Referrer will notify the Company immediately if, during the Term, he engages, or proposes to engage, in the performance of Services for any competitor of the Company, or any vendor to or customer of the Company. If the Referrer performs Services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, the Referrer must fully disclose in advance to the Company the terms of any proposed or actual Services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Referrer. REPRESENTATIONS AND WARRANTIES Each of the Referrer and the Company represents and warrants that: it has the right to enter into this Agreement and the right to grant the rights granted herein; it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement; during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and it is not a party to any pending claims or litigation which might affect its performance of this Agreement. The Referrer shall provide the Referrer Services diligently and as per industry standards. The Referrer shall not provide misleading information about the Company or its Services to any third party. The Referrer shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the Services. The Referrer shall conduct itself in a professional manner while performing the Referrer Services for the Company. The Referrer hereby represents and warrants that, as of the date hereof and continuing throughout the Term of this Agreement, they are not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the Referrer Services contemplated hereunder. Except as specifically set forth in this Agreement, to the maximum extent permitted by law, each Party disclaims all warranties and representations, whether express, implied, or statutory, with respect to the marketing services provided to the other Party and other obligations undertaken hereunder, including without limitation, the implied warranties of merchantability, fitness for a particular purpose (even if the Referrer has been informed of such purpose), or warranties arising from a course of dealing, usage or trade practice","Referral Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/referral-agreement-D13279.png","https://templates.business-in-a-box.com/imgs/250px/13279.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13279.xml",{"title":124,"description":6},"referral agreement",[126,127],{"label":32,"url":98},{"label":128,"url":129},"Partnership Agreements","partnership-agreement","/template/referral-agreement-D13279",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":145,"url":146},"GENERAL POWER OF ATTORNEY This General Power of Attorney (the \"Agreement\") is made and effective [DATE], BETWEEN: [ATTORNEY NAME] (the \"Attorney\"), a corporation 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 \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS KNOW ALL MEN BY THESE PRESENTS, that this Power of Attorney is given by Client to Attorney and that the Client hereby appoints Attorney to be its attorney and to do in its name and on its behalf anything that the Client can lawfully do by an attorney, including but not limited to; To ask, demand, sue for, recover, collect, and receive all sums of money, debts, dues, accounts, legacies, bequests, interest, dividends, annuities, and demands of every type that are now or may later become due, owing, payable or belonging to Client and have, use, and take all lawful ways and means in Client's name or otherwise for the recovery thereof, by attachments, arrest, distress, or otherwise, and to compromise and agree for them and acquaintances or other sufficient discharges for them; For Client and in its name, to make, seal, and deliver, to bargain, contract, agree for, purchase, receive, and take lands, and tenements, and accept the possession of all lands, and all deeds and other assurances, in the law therefore, and to lease, let, demise, bargain, sell, release, convey, mortgage, and hypothecate lands, and tenements on the terms and conditions and under the covenants as Attorney thinks fit;","General Power of Attorney","3",36,"https://templates.business-in-a-box.com/imgs/1000px/general-power-of-attorney-D1037.png","https://templates.business-in-a-box.com/imgs/250px/1037.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1037.xml",{"title":6,"description":6},[141,142],{"label":32,"url":98},{"label":143,"url":144},"Power of Attorney","power-of-attorney","general power attorney","/template/general-power-of-attorney-D1037",{"description":148,"descriptionCustom":6,"label":149,"pages":134,"size":90,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":160},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","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":154,"description":6},"non disclosure agreement nda",[156,157],{"label":32,"url":98},{"label":158,"url":159},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":9,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":177,"url":178},"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","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},[170,173,176],{"label":171,"url":172},"Human Resources","human-resources",{"label":174,"url":175},"Hire an Employee","hire-employee",{"label":32,"url":98},"commission sales agreement","/template/commission-sales-agreement-D532",false,{"seo":181,"reviewer":193,"legal_disclaimer":197,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":461,"jurisdictions":474,"related_template_ids_curated":495,"schema":504,"classification":505},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Undertaking Sale Representation Services Template | BIB","Free undertaking for sale representation services template. Covers commission, authority, exclusivity, duties, and termination.","undertaking sale representation services template",[186,187,188,189,190,191,192],"sale representation agreement template","sales representative contract template","commission sales representative agreement","sales agent agreement template","representative undertaking template","sales representation services contract","sale representation undertaking word template",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":199,"legal_review_recommended":197,"signature_required":197,"notarization_required":179},"advanced",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"An Undertaking for Sale Representation Services is a legally binding agreement between a principal (company or seller) and a sales representative (individual or agency) that formally authorizes the representative to solicit and secure sales on the principal's behalf. This free Word download covers commission structure, territory, exclusivity, duties, IP use, confidentiality, and termination — ready to edit online and export as PDF.\n","Use it when engaging an external sales agent, broker, or representative to market and sell your products or services in a defined territory or channel. It is equally applicable when formalizing an existing informal arrangement where commission disputes or authority questions have arisen.\n","Appointment and authority grant, territory and exclusivity terms, commission schedule and payment mechanics, representative duties and performance standards, use of brand and marketing materials, confidentiality, IP ownership, termination triggers, and post-termination obligations including tail commission and non-solicitation.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Product manufacturers","Appointing regional sales agents to distribute goods without hiring full-time staff","persona-manufacturer",{"title":210,"use_case":211,"icon_asset_id":212},"Software and SaaS companies","Engaging channel partners or resellers to close deals in new markets","persona-saas-founder",{"title":214,"use_case":215,"icon_asset_id":216},"Independent sales agents","Documenting commission entitlement and authority before representing a new principal","persona-freelancer",{"title":218,"use_case":219,"icon_asset_id":220},"Export and import businesses","Formalizing cross-border representation arrangements to meet foreign agency laws","persona-international-employer",{"title":222,"use_case":223,"icon_asset_id":224},"Real estate developers","Authorizing licensed brokers to market and sell new development units on commission","persona-real-estate-developer",{"title":226,"use_case":227,"icon_asset_id":228},"Professional services firms","Engaging business development representatives to source client engagements for a fee","persona-professional-services",[230,234,237,240,243,247,250],{"situation":231,"recommended_template":232,"slug":233},"Appointing an exclusive agent in a defined territory","Exclusive Sales Representative Agreement","non-exclusive-sales-representative-agreement-D12813",{"situation":235,"recommended_template":236,"slug":233},"Working with multiple non-exclusive agents across the same territory","Non-Exclusive Sales Representative Agreement",{"situation":238,"recommended_template":103,"slug":239},"Engaging an independent contractor to generate leads only, not close deals","independent-contractor-agreement-D160",{"situation":241,"recommended_template":88,"slug":242},"Appointing a distributor who buys and resells inventory","distribution-agreement-D12544",{"situation":244,"recommended_template":245,"slug":246},"Engaging a commercial agent governed by EU or UK agency regulations","Commercial Agency Agreement","advertising-agency-agreement-D1223",{"situation":248,"recommended_template":143,"slug":249},"Authorizing a party to act on behalf of another in a broader capacity","general-power-of-attorney-D1037",{"situation":251,"recommended_template":118,"slug":252},"Selling goods through a referral partner earning a fee per closed deal","referral-agreement-D13279",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Principal","The company or individual who appoints the sales representative and on whose behalf sales are made.",{"term":258,"definition":259},"Sales Representative","The agent, individual, or firm authorized to solicit orders and promote the principal's products or services in exchange for commission.",{"term":261,"definition":262},"Commission","A percentage of the sale value or a fixed fee paid to the representative when a qualifying transaction is completed.",{"term":264,"definition":265},"Exclusivity","A contractual restriction preventing the principal from appointing other representatives — or the representative from representing competitors — within a defined territory or channel.",{"term":267,"definition":268},"Territory","The geographic area, industry vertical, or customer segment within which the representative is authorized to solicit sales.",{"term":270,"definition":271},"Tail Commission","Commission payable to a representative after contract termination, on sales that originated from leads the representative introduced before the end date.",{"term":273,"definition":274},"Del Credere Agent","A special class of sales agent who guarantees the principal against buyer default in exchange for a higher commission rate.",{"term":276,"definition":277},"Commercial Agent","A self-employed intermediary with authority to negotiate or conclude contracts on behalf of another person — a legally defined status under EU and UK agency legislation that carries statutory rights.",{"term":279,"definition":280},"Indemnity on Termination","A statutory or contractual payment owed to a commercial agent upon termination, compensating for the goodwill and customer base built during the agency relationship.",{"term":282,"definition":283},"Non-Solicitation","A post-termination restriction preventing the representative from approaching the principal's customers or employees for a defined period after the agreement ends.",{"term":285,"definition":286},"Performance Threshold","A minimum sales target or revenue figure the representative must meet within a defined period to maintain their appointment or exclusivity status.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Appointment and authority","Formally appoints the representative and defines the scope of their authority — whether they can negotiate prices, sign contracts, or solicit orders only.","[PRINCIPAL NAME] hereby appoints [REPRESENTATIVE NAME] as its [exclusive / non-exclusive] sales representative for the Territory defined in Schedule A, with authority to solicit orders for the Products listed in Schedule B. The Representative shall have no authority to bind the Principal to any contract, vary pricing, or accept payment without prior written consent.","Granting open-ended authority without listing specific limitations. A representative who signs contracts on the principal's behalf without authorization can bind the principal to terms it never agreed to.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Territory definition","Sets the geographic area, sector, or customer segment within which the representative may operate, and whether other agents can operate in the same space.","The Representative's territory is [GEOGRAPHIC AREA / INDUSTRY VERTICAL / NAMED ACCOUNTS] ('Territory'). [Principal / Representative] shall not appoint additional representatives or solicit customers within the Territory during the term without prior written consent.","Defining territory by country name alone when the principal intends to restrict the representative to specific states, provinces, or industry verticals — leaving costly ambiguity about overlapping appointments.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Commission schedule and calculation","States the commission rate or fee, the transaction basis on which it is calculated (net invoice value, gross sales, or collected cash), and when it is earned.","Principal shall pay Representative a commission of [X]% of the net invoice value of all sales of the Products concluded within the Territory during the Term. Commission is earned upon receipt of cleared payment from the customer and is payable within [30] days of the end of the calendar month in which payment is received.","Saying commission is earned 'on completion of the sale' without defining whether that means order placement, invoice, or cash collection — leading to disputes when customers pay late or cancel.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Representative duties and performance standards","Lists the representative's active obligations — prospecting, reporting, attending trade shows, submitting forecasts — and sets measurable performance thresholds.","Representative shall: (a) use best endeavours to promote and sell the Products within the Territory; (b) submit a monthly sales report by the [5th] business day of each month; (c) achieve minimum sales of $[X] per [quarter / year] ('Performance Threshold'). Failure to meet the Performance Threshold for [two] consecutive periods shall entitle Principal to [convert exclusivity / terminate on [30] days' notice].","Omitting a performance threshold on an exclusive arrangement. Without one, a non-performing exclusive representative blocks all other sales activity in the territory with no contractual remedy.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Use of brand, materials, and IP","Grants the representative a limited license to use the principal's trademarks, product literature, and marketing materials solely to perform the sales role — and prohibits any other use.","Principal grants Representative a non-exclusive, non-transferable license to use the Principal's trademarks and marketing materials ('Brand Assets') solely to promote and sell the Products within the Territory. Representative shall not modify Brand Assets, register any domain or trademark incorporating the Principal's name, or sub-license any Brand Assets without prior written consent.","No IP license clause at all — meaning the representative technically has no right to use the principal's logo or product name in sales materials, creating a gap the representative may exploit or a competitor may challenge.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Confidentiality","Restricts the representative from disclosing or misusing the principal's customer lists, pricing, product information, and business strategy during and after the agreement.","Representative shall keep confidential all non-public information relating to Principal's business, customers, pricing, and products ('Confidential Information') and shall not disclose or use it except as necessary to perform the services under this Agreement. This obligation survives termination for [three] years.","Limiting confidentiality to the term of the agreement only. Customer lists and pricing data are most vulnerable after termination, when the representative may be working for a competitor.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Term and termination","Sets the initial contract period, renewal mechanism, notice requirements for either party to terminate, 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 [6]-month periods unless either party gives [30] days' written notice before the end of the then-current term. Either party may terminate immediately for cause if the other materially breaches this Agreement and fails to remedy the breach within [14] days of written notice.","Silent on auto-renewal — the agreement lapses at the end of the initial term, stripping the representative of commission entitlement on deals in the pipeline that close one day too late.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Tail commission and post-termination obligations","Defines the period after termination during which the representative remains entitled to commission on deals they introduced, and the non-solicitation obligations that apply.","For [90] days following termination ('Tail Period'), Representative shall be entitled to commission on sales to customers introduced by Representative prior to termination, provided those sales are documented in the final pre-termination pipeline report. Representative shall not, for [12] months following termination, solicit any customer of Principal with whom Representative dealt during the Term.","No tail commission clause at all. Representatives who close deals shortly after termination — from leads developed entirely during the term — are often denied commission, leading to costly disputes.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Relationship and independent contractor status","Confirms the representative is an independent contractor, not an employee, and is responsible for their own taxes, insurance, and expenses.","Representative is an independent contractor and not an employee, partner, or agent of Principal for any purpose other than as expressly set out in this Agreement. Representative is solely responsible for all taxes, national insurance, social security, and other statutory contributions arising from payments received under this Agreement.","Using the word 'agent' loosely throughout the contract in a way that implies employment or unlimited authority — creating a misclassification risk and potential employment-law liability.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising out of or in connection with this Agreement shall be referred to [binding arbitration / mediation] administered by [AAA / LCIA / ICDR] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting governing law that does not reflect where the representative operates. Several EU member states and the UK apply mandatory commercial agency regulations regardless of the governing law clause.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties and confirm legal entity names","Enter the principal's registered company name and jurisdiction of incorporation, and the representative's full legal name or registered business name. Include contact addresses for both parties.","Use the exact registered entity name — not a trading name — so the agreement binds the right legal entity and is enforceable in court.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the territory and exclusivity arrangement","Specify the territory by country, region, state, or named-account list. Decide whether the appointment is exclusive (no other agents in the territory) or non-exclusive, and state this clearly in the body and in Schedule A.","If exclusivity is conditional on hitting a performance threshold, state the threshold in the same clause — not separately — to avoid ambiguity about when exclusivity reverts.",{"step":350,"title":351,"description":352,"tip":353},3,"Complete the commission schedule in Schedule B","Set the commission rate or flat fee, the transaction basis (net invoice value, gross revenue, or collected cash), the payment date, and any tiered rates for exceeding targets. Attach a sample calculation to Schedule B for clarity.","State whether commission is earned on invoicing or cash collection — this single choice determines your cash-flow exposure on slow-paying customers.",{"step":355,"title":356,"description":357,"tip":358},4,"Set performance thresholds for exclusive appointments","For every exclusive territory, insert a quarterly or annual minimum sales figure. Specify the consequence of missing the threshold: notice of conversion to non-exclusive, or right to terminate on 30 days' notice.","Set the threshold at 70–80% of the representative's own sales forecast — ambitious but defensible, and unlikely to trigger unnecessary disputes in a slow quarter.",{"step":360,"title":361,"description":362,"tip":363},5,"Tailor the duties clause to the representative's role","List the specific obligations: reporting cadence, CRM updates, trade show attendance, sample management, and customer feedback submissions. Remove obligations that do not apply to avoid unenforceable provisions.","A monthly pipeline report obligation — even a one-page email — creates the paper trail you need to calculate tail commission accurately at termination.",{"step":365,"title":366,"description":367,"tip":368},6,"Configure the term, notice, and renewal mechanics","Enter the start date, initial term length (typically 12 months), renewal period (typically 6 or 12 months), and the notice period required to prevent auto-renewal. Decide whether notice must be sent by registered mail or email with read receipt.","Calendar a reminder 45 days before the renewal date so you are never caught in an unwanted automatic renewal.",{"step":370,"title":371,"description":372,"tip":373},7,"Draft the tail commission and non-solicitation terms","Set the tail period (typically 60–120 days), the pipeline documentation requirement that unlocks the entitlement, and the post-termination non-solicitation duration. Align the non-solicitation scope to the representative's actual customer contacts.","Require the representative to submit a signed, dated pipeline list within 5 business days of termination notice — this eliminates post-termination disputes about which deals qualify for tail commission.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before the representative begins selling","Both parties must sign before the representative approaches any customer on behalf of the principal. Post-commencement signatures raise consideration issues in common-law jurisdictions and may void restrictive covenants.","Use a digital signature tool with timestamp capability to create an audit trail proving the agreement was executed before selling commenced.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Granting exclusivity without a performance threshold","An exclusive representative who fails to sell locks the principal out of their own territory with no contractual remedy for months or years.","Insert a quarterly minimum sales target in the same clause as the exclusivity grant, with a clear consequence — conversion to non-exclusive or termination on 30 days' notice — if the threshold is missed.",{"mistake":385,"why_it_matters":386,"fix":387},"Defining commission as earned 'on completion of the sale'","This phrase is interpreted differently by every party — some read it as order placement, others as invoicing, others as cash receipt — making payment disputes almost inevitable.","Specify the exact trigger: 'commission is earned upon receipt of cleared funds from the customer in the Principal's bank account' leaves no room for interpretation.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting a tail commission clause","Deals introduced entirely during the term frequently close days or weeks after termination. Without a tail clause, the representative receives nothing for pipeline they built, leading to costly litigation.","Include a 60–120 day tail period and require the representative to submit a signed pipeline list at termination — the list defines exactly which deals qualify.",{"mistake":393,"why_it_matters":394,"fix":395},"Ignoring commercial agency regulations in the governing jurisdiction","In the EU and UK, the Commercial Agents Directive and its national implementations grant statutory compensation or indemnity on termination that cannot be contracted out. A governing law clause choosing a non-EU state does not override these protections when the representative operates in a member state.","If the representative works in the EU or UK, engage a lawyer to confirm whether the statutory indemnity provisions apply and, if so, include a compliant calculation method in the agreement.",{"mistake":397,"why_it_matters":398,"fix":399},"Using 'agent' language that implies employment status","Courts in multiple jurisdictions have found that contractual language referring to the representative as an 'agent' without clearly stating independent contractor status created implied employment relationships — triggering benefits, notice, and tax liability.","Include a standalone independent contractor clause that explicitly denies employment, partnership, or joint-venture status, and ensure the operational relationship (no set hours, no company equipment, multiple principals) matches the written terms.",{"mistake":401,"why_it_matters":402,"fix":403},"No IP license for brand and marketing materials","Without an express license, the representative technically infringes the principal's trademarks every time they use the company name or logo in a sales email or presentation — creating an unexpected leverage point in disputes.","Add a limited, revocable, non-sublicensable trademark license restricted to the sole purpose of performing the services under the agreement, and include a clause requiring the representative to stop using all Brand Assets immediately on termination.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is an undertaking for sale representation services?","An undertaking for sale representation services is a binding legal agreement in which a principal formally appoints a sales representative to solicit and secure sales on their behalf within a defined territory or channel. It documents the representative's authority, commission entitlement, duties, confidentiality obligations, and the conditions under which either party may end the relationship. Unlike a casual commission arrangement, a signed undertaking creates enforceable rights on both sides and reduces the risk of disputes over territory, payment, and post-termination obligations.\n",{"question":409,"answer":410},"What is the difference between a sales representative agreement and a distribution agreement?","A sales representative agreement appoints an agent to sell on the principal's behalf — the principal remains the seller of record, invoices the customer, and pays the representative a commission. A distribution agreement transfers title to the distributor, who then resells the goods at their own price and risk. The key practical difference is who owns the inventory and who carries the credit risk on the end customer. For most manufacturers and SaaS companies, a representative arrangement is lower-risk because the principal controls pricing and customer relationships directly.\n",{"question":412,"answer":413},"Does a sales representative have the authority to bind the principal to contracts?","Only if the agreement explicitly grants that authority. Most undertakings limit the representative to soliciting orders, which the principal then accepts or rejects. A representative who is permitted to conclude contracts on the principal's behalf — a full commercial agent — creates broader authority and greater legal exposure. Always state in the appointment clause exactly what the representative can and cannot do, and communicate those limits to customers in writing where possible.\n",{"question":415,"answer":416},"What happens to commission when the contract is terminated?","Without a tail commission clause, the representative is generally only entitled to commission on deals completed before the termination date. Deals in the pipeline — introduced during the term but closed after termination — are typically not covered unless the contract says otherwise. A well-drafted undertaking includes a tail period of 60–120 days during which qualifying pipeline deals remain commissionable, provided the representative submits a documented pipeline list at termination.\n",{"question":418,"answer":419},"Are there special laws that protect sales representatives on termination?","Yes, in several jurisdictions. In the EU and UK, the Commercial Agents Directive grants self-employed commercial agents a statutory right to compensation or indemnity on termination — typically one year of average annual commission. This right applies regardless of what the contract says and cannot be waived in advance. Several US states (California, Illinois, and others) have specific sales representative protection statutes that impose penalties — sometimes treble damages — for unpaid commissions after termination.\n",{"question":421,"answer":422},"Should the sales representative be classified as an employee or independent contractor?","This depends on the operational reality of the relationship, not just the contract wording. Courts in most jurisdictions apply a multi-factor test examining control over how work is done, exclusivity, equipment provision, and financial risk. A representative who works exclusively for one principal, follows a set schedule, and uses company equipment may be reclassified as an employee regardless of the contract label. Structure the arrangement so the representative genuinely operates independently — working multiple principals, setting their own hours, and bearing their own expenses.\n",{"question":424,"answer":425},"What is an exclusive vs. non-exclusive sales representative arrangement?","In an exclusive arrangement, the principal agrees not to appoint any other representative in the defined territory and, in some versions, not to sell directly to customers in that territory without paying commission. In a non-exclusive arrangement, the principal retains the right to appoint additional agents or sell directly in competition with the representative. Exclusivity is a significant concession and should be conditioned on meeting measurable performance thresholds with clear consequences for missing them.\n",{"question":427,"answer":428},"What notice period should a sales representation agreement include?","For agreements of less than one year, 30 days is standard. For arrangements running one to two years, 60 days is typical. For longer-term or exclusive arrangements, 90 days is common. In the EU and UK, the Commercial Agents Directive sets minimum notice periods of one month per year of service, up to a maximum of three months — these minimums cannot be contractually reduced. Always require notice to be in writing and specify the delivery method.\n",{"question":430,"answer":431},"Can a sales representative work for competing companies at the same time?","Yes, unless the agreement prohibits it. Non-compete obligations during the term — restricting the representative from representing directly competing products or services — are enforceable in most jurisdictions if limited in scope. Post-termination non-competes are more restricted and are banned or severely limited in several EU member states and some US states. Draft the during-term restriction carefully and obtain legal advice before including a post-termination non-compete that covers meaningful competitive activity.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Manufacturing and wholesale","industry-manufacturing","Territory-based exclusive appointments covering regional distributors and retail chains, with tiered commission rates tied to annual volume targets.",{"industry":438,"icon_asset_id":439,"specifics":440},"Technology and SaaS","industry-saas","Channel partner and reseller arrangements where the representative closes subscription deals, requiring careful handling of renewal commissions and multi-year contract splits.",{"industry":442,"icon_asset_id":443,"specifics":444},"Real estate and property development","industry-real-estate","Appointment of licensed brokers to market new developments, with commission triggered on exchange of contracts and tail provisions covering buyer introductions made before launch.",{"industry":446,"icon_asset_id":447,"specifics":448},"Professional and financial services","industry-fintech","Referral and introduction arrangements where regulatory licensing requirements restrict what the representative may say or do, requiring careful drafting of the authority clause to avoid unlicensed financial promotion.",[450,453,455,458],{"vs":88,"vs_template_id":451,"summary":452},"distribution-agreement-D148","A distribution agreement transfers title of goods to the distributor, who resells at their own price and bears inventory and credit risk. A sale representation undertaking keeps the principal as seller of record — the representative earns commission but never owns the goods. Use a representation undertaking when you need to control pricing and customer relationships; use a distribution agreement when you want a third party to carry inventory and credit exposure.",{"vs":103,"vs_template_id":239,"summary":454},"An independent contractor agreement covers a broad range of services — delivery, consulting, design, and more. A sale representation undertaking is a specialized agreement focused specifically on sales authority, commission mechanics, territory, exclusivity, and the commercial agency law implications unique to sales roles. If the contractor's primary function is generating sales and earning commission, use this undertaking rather than a generic contractor agreement.",{"vs":118,"vs_template_id":456,"summary":457},"referral-agreement-D13274","A referral agreement pays a fee for introducing a prospect but does not grant ongoing sales authority, territory, or exclusivity. The referrer plays no active role in the sales process after the introduction. A sale representation undertaking is appropriate when the representative actively manages the customer relationship, presents proposals, negotiates terms, and is expected to meet performance targets — not simply pass leads.",{"vs":143,"vs_template_id":459,"summary":460},"power-of-attorney-D10","A power of attorney grants broad legal authority to act on another's behalf across a range of legal and financial matters. A sale representation undertaking is a narrowly scoped commercial agreement limited to soliciting and closing sales in a specific territory. Use a power of attorney when you need someone to execute legal documents, manage assets, or represent you in regulatory proceedings — not simply to sell your products on commission.",{"use_template":462,"template_plus_review":466,"custom_drafted":470},{"best_for":463,"cost":464,"time":465},"Domestic arrangements with a single non-exclusive representative where no statutory commercial agency law applies","Free","30–60 minutes",{"best_for":467,"cost":468,"time":469},"Exclusive territory appointments, cross-border arrangements, or representatives operating in the EU or UK where agency statutes apply","$400–$800","2–4 days",{"best_for":471,"cost":472,"time":473},"High-value exclusive appointments, del credere arrangements, multi-jurisdiction commercial agency networks, or regulated industries (financial services, pharmaceuticals)","$1,500–$5,000+","1–3 weeks",[475,480,485,490],{"code":476,"name":477,"flag_asset_id":478,"note":479},"us","United States","flag-us","No single federal statute governs commercial sales representative agreements, but roughly 40 states have enacted sales representative protection laws — including California, Illinois, Indiana, and New York — that impose penalties of up to three times unpaid commissions for late or wrongful non-payment after termination. The choice of governing law clause may not override the protections of the state where the representative actually works. Confirm the applicable state statute before relying on a contractual commission forfeiture clause.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"ca","Canada","flag-ca","Canada has no single federal commercial agents statute, but provincial employment and contract law governs. Ontario courts have applied reasonable-notice principles to long-standing exclusive representative arrangements, treating them similarly to employment when the relationship is economically dependent. Quebec requires French-language contracts for businesses operating under Quebec's Charter of the French Language. Commission payment obligations survive termination for deals in the pipeline at the time of notice.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 apply to self-employed agents who have authority to negotiate or conclude contracts on behalf of the principal. Qualifying agents are entitled to a statutory compensation or indemnity payment on termination — typically one year of average annual commission — that cannot be contracted out in advance. The regulations also impose minimum notice periods and require the principal to act in good faith. Post-Brexit, the UK retained these regulations; they remain in full force.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"eu","European Union","flag-eu","The EU Commercial Agents Directive (86/653/EEC) has been implemented in all member states and grants qualifying agents statutory rights to indemnity or compensation on termination, mandatory minimum notice periods, and good-faith obligations on both parties. These rights apply regardless of the governing law chosen in the contract when the agent operates in an EU member state. Post-termination non-competes are permitted for up to two years but must be limited to the agent's geographic area and product line, and some member states require financial compensation to make them enforceable.",[242,239,252,249,496,497,498,499,500,501,502,503],"non-disclosure-agreement-nda-D12692","commission-sales-agreement-D532","service-agreement-D12711","general-non-compete-agreement-D882","letter-of-authorization-to-negotiate-D1033","exclusive-sales-territory-agreement-D12828","employment-agreement_at-will-employee-D541","mutual-termination-of-contract-D513",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":98,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":515},"sales-and-purchase","agreement","general","all-stages",[511,507,512,513,514],"commission","contract","sales-representation","sales-operations",0.95,"\u003Ch2>What is an Undertaking for Sale Representation Services?\u003C/h2>\n\u003Cp>An \u003Cstrong>Undertaking for Sale Representation Services\u003C/strong> is a legally binding agreement in which a principal — a company or individual seller — formally appoints a sales representative to solicit and secure sales of specified products or services within a defined territory or channel, in exchange for a commission or fee. Unlike a loose verbal arrangement, a signed undertaking precisely documents the scope of the representative's authority, the commission rate and payment trigger, performance expectations, exclusivity terms, IP licensing, confidentiality obligations, and the conditions that govern termination and post-termination entitlements. It sits at the intersection of agency law, contract law, and — in the EU and UK — statutory commercial agent protections that impose minimum rights regardless of what the contract says.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a written sale representation undertaking exposes both parties to serious and avoidable risk. Principals who rely on informal arrangements frequently face commission disputes when deals close on terms the representative claims were negotiated, territory conflicts when multiple agents overlap, and pipeline litigation when a terminated representative demands commission on deals that close weeks after their last day. Representatives who work without a signed undertaking have no documented entitlement to commission, no proof of their authorized territory, and no contractual tail period — leaving their entire earnings vulnerable to a unilateral decision by the principal. In the EU and UK, the absence of a written agreement does not eliminate the principal's statutory liability to pay indemnity on termination; it simply removes any contractual ceiling on the amount. A properly drafted undertaking, executed before the representative approaches a single customer, creates a clear record of what was agreed, eliminates the ambiguity that drives litigation, and protects both parties throughout the relationship and beyond it.\u003C/p>\n",1778773578007]