Your one-stop resource for managing self-employed sales agent & principal legal relationships.
We’ve partnered with Thomas Kammerait of Von Briesen to assist you with any queries that may arise in developing your contractual relationship between Principals and sales agents.
Both self-employed sales rep and company principal need a sound contract in-place which protects both parties and ensures the foundations of a long and mutually beneficial working relationship.
We held this value packed webinar to help you better understand the key components of a typical rep agreement to make sure both company and sales representatives start their working partnerships on the right foot.
Example Independent Rep Sales commission Contract Template
Below is an example of an independent sales contract agreement for sales representatives (free template). You can use this free sales rep contract example to help guide you after connecting with your new B2B commission-only sales reps on CommissionCrowd.
Important: Please note that this sales commission agreement template is for example purposes only and you should always consult an attorney or law firm prior to sending or having a sales contractor sign any legally binding sales commission agreements.
INDEPENDENT SALES REPRESENTATIVE AGREEMENT
THIS INDEPENDENT SALES REPRESENTATIVE AGREEMENT, is made and entered as of the day of _________________, [DATE] by and between _________________________________, (“Representative”), and _________________________________________(the “Company”).
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Representative do hereby agree as follows:
1. Appointment as Sales Representative. The Company does hereby appoint Representative as the exclusive sales representative, and grants it the exclusive right to sell, for the purpose of soliciting the sale of all of the Company’s products or services (the “Products and/or Services”) for the territories identified on Exhibit A (the “Customers”).
2. Performance. Representative accepts the appointment described in Section 1 of this Agreement and agrees to use its best efforts to promote the sale of the Products and/or Services to the Customers. All orders obtained by Representative shall be immediately forwarded to the Company for acceptance and are subject to the right of the Company, in its discretion, to accept, reject, or modify. Representative shall have no right or power to bind or commit the Company. Representative shall furnish to the Company information required by the Company in connection with orders from the Customers. All invoices for sales of Products and/or Services shall be prepared and submitted by the Company, and all payment for sales of the Products and/or Services shall be made directly to the Company by the Customer.
3. Term. This Agreement shall commence as of the date written above and shall continue for one (1) year. This Agreement shall automatically renew on the anniversary date for successive one (1) year periods unless terminated in accordance with Sections 6.1 or 6.2.
4.1. Commissions. Representative shall be paid a commission on the sales of Products and/or Services to the Customers at the rate of 5% of invoiced amounts exclusive of freight, tax and on invoiced sales of Products and/or Services sold as a result of sourcing directed by a Customer. The commission rate may only be changed by mutual written consent.
4.2. Payment Following Collection. Commissions shall be paid only after collection by the Company of the sale price to the Customers and shall be due Representative on the 15th day after payment has been received by the client in accordance with Section 4.5.
4.3. Returns. Etc. Commissions payable to Representative for any month shall be reduced by commissions previously paid to Representative on sales of Products which are subsequently returned
for credit or where final settlement is made with a Customer for less than the full purchase price of a Product.
4.4. Commissions in the Event of Termination. In the event of the termination of the appointment hereunder by the Company pursuant to Section 6.1 or 6.2, Representative shall be entitled to commissions under Section 4.1 on the sale of any Products or Services which Representative quoted prior to termination, and on the sale of any successor or derivative of such part, for one year following termination. Changes to the product, services, purchase order, or program including part number changes, replacement tooling, and other similar changes shall not affect the commission obligation of the Principal as long as the principal purpose for the parts or services remains substantially the same.
4.5. Accounting. The representative will submit an invoice for any commissions owed by the Company. The company will pay the commissions of 25% of the deal value to the Representative within 7 working days of receiving the funds from the end customer.
5. Business Expenses. The Company shall have no responsibility or obligation with respect to any expenses incurred by Representative in connection with the appointment hereunder.
6. Termination of Appointment.
6.1. Mutual Option. The appointment made pursuant to Section 1 of this Agreement may be terminated by either party for any reason at the conclusion of the initial term or any successive term upon forty-five (45) days’ notice prior to the end of such term.
6.2. For Cause. Either party may terminate the appointment made pursuant to Section 1 of this Agreement at any time if the other party materially fails to perform one or more of its obligations under this Agreement and such failure continue for more than thirty (30) days after written notice is provided to such party describing such failure.
6.3. Return of Properties. Upon termination of the appointment hereunder, regardless of the cause therefor, Representative shall promptly return to the Company all property provided to Representative by the Company for use in relation to its obligations hereunder.
7. Confidentiality. During the term of this Agreement and for one (1) year following the termination of the appointment hereunder, Representative shall not make any use, for its own benefit or for the benefit of a business or entity other than the Company, of any secret or confidential information, knowledge or data of or pertaining to the Company, its business and financial affairs, or its products and services not generally known within the Company’s trade and which was acquired by it during the term of this Agreement, and not in the public domain.
8. Representative as Independent Contractor. Representative is acting under this Agreement solely as an independent contractor. The Company shall have no direct control over the means or manner of performance by Representative or its employees of Representative’s obligations under this Agreement. Unless specifically authorized in writing to do so by the Company,
Representative shall have no authority to contract and shall not contract any obligations in the name of, or on the account of, the Company, accept payment from any party of any obligation due the Company, or make any representation, guaranty, or warranty with respect to the Products and/or Services. Representative shall have full responsibility for all expenses of operating incurred by Representative.
9. General Provisions.
9.1. Notice. Any notice required or permitted under this Agreement shall be made in writing (a) either by actual delivery of the notice into the hands of the party thereunder entitled, or (b) via recognized overnight courier at the address set forth below, across from the signature of the respective party, or such other address as the parties may from time to time designate by written notice as herein provided. The notice shall be deemed to be received in case (a), on the date of its actual receipt by the party entitled thereto and in case (b), one day after such notice is sent with next day delivery instructions.
9.2. Amendment and Waiver. Except as specifically provided herein, no amendment or modification of this Agreement shall be valid or binding upon the Company unless made in writing and signed by a duly authorized officer of the Company or upon Representative unless made in writing and signed by a duly authorized officer of Representative. The waiver by the Company of the breach of any provision of this Agreement by Representative shall not operate or be construed as a waiver of any subsequent breach by it.
9.3. Governing Law. The validity and effect of this Agreement and the rights and obligations of the parties hereto shall be construed and determined in accordance with the internal laws of ____________________.
9.4. Entire Agreement. This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications between the parties dealing with such subject matter, whether oral or written.
9.5. Number and Gender. Whenever the context of this Agreement requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of whatsoever gender shall be deemed to include and designate the masculine, feminine or neuter gender.
9.6. Assignment. Any assignment of the rights or obligations of this Agreement without the written consent of the other party is void. Company further agrees not to sell and/or transfer any aspect of its business which includes any of the Products and/or Services unless the purchaser and/or transferee assumes all obligations under this agreement.
9.7. Headings. Numbers and titles to sections hereof are for information purposes only and, where inconsistent with the text, are to be disregarded.
9.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together, shall be and constitute one and the same instrument.