Sales Representative Agreement Form

SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT is made the [Enter Day] day of [Enter Month] year [Enter Year]

BETWEEN:

(1) [Enter Principal\'s Name] of [Enter Principal\'s Address] (the ‘Principal’); and
(2) [Enter Representative\'s Name] of [Enter Representative\'s Address] (the ‘Representative’).

PARTICULARS

This appointment commences on the [Enter Day] day of [Enter Month] year [Enter Year]

Sales Territory: [Enter Name/Description of Territory]
Products/Services: [Enter Name/Description of Products or Services]

Commission Rates: (a) (subject to (c) below), [Enter Commission Amount] per penny of the price charged to the customer on all prepaid sales, net of freight, insurance and duties;
(b) (subject to (c) below), [Enter Commission Amount] per penny of the price charged to the customer on all credit sales, net of freight, insurance and duties;
(c) a commission percentage to be negotiated between the Principal and the Representative in advance of sale on all orders on which the Principal allows a quantity discount or other trade concession.

Run Off Period: [Enter Number of Months Run Off Period] months from the termination of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. The Representative hereby agrees:
1.1. To represent and sell the Principal’s Products/Services in the Sales Territory.
1.2. To represent and state accurately the Principal’s policies to all potential and present customers and to make or give no other representations or warranties other than those contained in any standard terms of the Principal.
1.3. To notify promptly all contacts and orders within the Sales Territory, and all enquiries and leads from outside the Sales Territory, to the Principal.
1.4. To inform the Principal or the Principal’s sales manager of any problems concerning customers of the Principal within the Sales Territory.
1.5. To inform the Principal or the Principal’s sales manager if the Representative is representing, or plans to represent, any other business firm. In no event shall the Representative be involved directly or indirectly with a competing company or product line within the Sales Territory.
1.6. To provide the Principal upon request with sales reports detailing sales progress within the Sales Territory.
1.7. To return promptly at its expense all materials and samples provided by the Principal to the Representative, if either party terminates this Agreement.
1.8. To indemnify the Principal against any and all loss suffered by the Principal resulting from any breach of this Agreement by the Representative.

2. The Principal agrees:.
2.1. Not later than the last day of the month following the quarter in which the Principal receives payment, to provide the Representative with a statement of commission due, and to pay commission to the Representative at the appropriate Commission Rate on all sales concluded prior to the end of the Run Off Period as a result of, or mainly attributable to, the actions or efforts of the Representative during the appointment.
2.2. To provide the Representative with reasonable quantities of business cards, brochures, catalogues, and product samples required for sales purposes.


3. It is further agreed that:
3.1. Should refunds be made to any customer of the Principal, commission already paid to the Representative on that transaction shall be deducted from future commissions to be paid to the Representative by the Principal.
3.2. Either Party may terminate this Agreement by giving written notice to the other Party. If the Agreement has run for one year or less when notice is served, one month’s notice must be given. If it has run for between one and two years, two months\' notice must be given. Otherwise, three months’ notice must be given unless one Party has committed a material breach of the terms of this Agreement in which case the other can terminate without notice.
3.3. The Representative shall have the right to be indemnified as provided in the Commercial
Agents (Council Directive) Regulations 1993, but the Representative shall have no right to compensation under those Regulations.
3.4. This constitutes the entire Agreement between the Parties. Any amendments to this Agreement shall only be valid if both Parties confirm such amendments in writing.
3.5. This Agreement shall be binding upon the Parties and their successors and assigns.
3.6. The Parties are not partners or joint venturers, nor is the Representative an employee of the Principal nor is the Representative able to act as the agent of the Principal except as authorised by this Agreement.
3.7. This Agreement is governed by and shall be construed in accordance with English law.

IN WITNESS OF WHICH the Parties have signed this Agreement the day and year above written

______________________ ________________________________
Signed by the Representative Signed for and on behalf of the Principal