Sales Agency Agreement

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SALES AGENCY AGREEMENT: Contract to appoint a general agent to sell a manufacturer’s products in a particular territory for a sales commission

This agreement is made _________[date], between _________[principal], a corporation organised and existing under the laws of the State of _________, with its principal office located at _________[address], _________[city], _________[state] (“principal”), and _________[agent], of _________[address], _________[city], _________[state] (“agent”).

RECITALS

Principal is a manufacturer of _________ [product] and desires to appoint agent as general sales agent for the sale of principal’s product _________ [if appropriate, add: and other regular-line products and accessories of principal] in the following territory: _________ [describe territory].

Agent desires to accept such appointment and to perform all the provisions of this agreement.

In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:

SECTION ONE.

DURATION

The term of the agency created shall be _________ [period of time], beginning _________ [date], unless sooner terminated.

SECTION TWO.

AGENT’S BEST EFFORTS

Agent agrees to devote agent’s whole time and best efforts to the business of principal in the described territory under the direction of principal’s officers or representatives, and to conform to the best of agent’s ability with the rules, regulations, and instructions of principal now in force or that may be adopted and mailed to agent’s address. Agent shall employ salespersons to assist agent, on such terms and conditions as principal may require, as set forth in this agreement.

SECTION THREE.

NONDISCLOSURE OF PRINCIPAL’S AFFAIRS

Agent agrees to keep confidential such information as principal may from time to time impart to agent regarding principal’s business affairs and customers. Agent will not, in whole or in part, now or at any time, disclose such information.

SECTION FOUR.

ASSIGNMENT OF AGENT’S INVENTIONS

Agent agrees, in view of the confidential information regarding principal’s business affairs, plans, and necessities, that agent will be in a position to obtain from time to time, and in partial consideration of the commissions agreed to be paid to agent under this agreement, that agent, on demand, will assign to principal, or principal’s successors or assigns, any inventions or improvements agent may make during the agency with principal that relate to principal’s product. Agent also will sign any papers and do any acts that may be needed to secure to principal, or principal’s successors or assigns, any rights relating to such inventions and improvements, including patents in Australia and foreign countries.

SECTION FIVE.

COMMISSIONS

Agent, during the term of the agreement, shall receive a commission from the sale of principal’s product _________ [if appropriate, add: and other regular-line products and accessories] sold for use in agent’s territory, whether sold by agent or by principal, or others, except as provided in this agreement.

Agent’s commission on sales made pursuant to this agreement shall be as follows: _________.

SECTION SIX.

SALES SUBJECT TO COMMISSIONS

This agreement shall apply to business procured at the time of visits to agent’s territory by principal’s superintendent, and also to all business subsequently procured either by agent, principal’s superintendent, or other representative of principal, from customers previously worked within _________ months from the date of the latest visit of principal’s superintendent or other representative.

SECTION SEVEN.

WHEN COMMISSIONS PAID

Any commission to be received under this agreement shall not be credited to agent’s account on principal’s books until the purchaser has made settlement in full with principal, either by cash or acceptable notes _________[if appropriate, add: and has delivered to principal or an authorised agent of principal any returnable products]. If settlement is made wholly or in part by purchaser’s notes, principal may withhold payment of the commission in whole or in part until the notes are paid.

Agent’s account may be charged with the amount of any commission previously paid to agent or credited to agent’s account for the unpaid part of the purchase price of _________ [product], or the unpaid part of any note given in payment.

When principal repossesses a product, agent shall receive commission only on the amount of money paid by purchaser prior to repossession.

SECTION EIGHT.

COMMISSIONS ON TRADE-INS

Principal shall have the right to fix the amount to be allowed for products taken in exchange, and a commission will not be paid on the amount so allowed.

SECTION NINE.

SALES THROUGH OTHER SALES CHANNELS

Agent waives any claim to a commission on any sales made in agent’s territory other than through principal’s offices or regular sales agencies when, in the opinion of principal, the general conditions of the business in any part of Australia necessitate the sale of principal’s product through other sales channels.

SECTION TEN.

SALES IN OR FROM OTHER TERRITORIES

Agent agrees not to enter the territory of any other sales agent of principal for the purpose of selling principal’s product, or to endeavor, directly or indirectly, to make sales of principal’s product for use outside of agent’s territory. Should a purchaser call on agent voluntarily and purchase principal’s product for use outside of agent’s territory, agent shall receive commissions as follows: _________.

Agent further agrees that, when any other authorised sales agent of principal sells principal’s product for use in agent’s territory, agent’s account shall be credited with the regular commission, less the commission paid agent making the sale.

SECTION ELEVEN.

DISPUTES ON COMMISSIONS

Principal shall have the right to determine, in any dispute arising between agent and any other sales agent of principal, the right to commission on any sale, and agent shall abide by and be bound by principal’s decision.

SECTION TWELVE.

LIMITATION ON COMMISSION CLAIMS

Agent waives all claim for commission on sales of principal’s product, whether made by agent or others, and all other claims of any nature whatever, if the claim is not made within _________ [one year] from the date of termination of this agreement.

SECTION THIRTEEN.

AGENT NOT TO SHARE COMMISSION

Under no circumstances, without permission of principal, may agent give any part of agent’s commission to any assistant, local agent, or other person to assist agent in making a sale.

SECTION FOURTEEN.

CONTENTS OF ORDERS

All orders for principal’s product shall be taken on printed forms furnished by principal, and all such orders shall be sent to principal immediately after being signed by purchasers. The orders shall contain all conditions and agreements of every nature whatsoever between the parties to the sale, it being agreed that principal shall not be responsible for promises or conditions not specified on the orders. Principal’s product shall not be sold for more or less than the list price established by principal.

If principal is compelled to make any concessions to customers or incur any expense by reason of a violation of these requirements, the amount of the expense may be charged to agent’s account.

SECTION FIFTEEN.

ACCEPTANCE OF ORDERS BY PRINCIPAL

Orders taken by agent shall not be binding until accepted by principal. Principal reserves the right to reject any order when, in the judgment of principal, the product ordered may not be suitable to the business of the customer.

SECTION SIXTEEN.

AGENT NOT TO COMPETE

Agent, having agreed to devote agent’s whole time to principal’s business, shall not purchase or deal in _________[product] on agent’s own account in any way during the continuance of this agreement. Agent will not engage, directly or indirectly, either for agent or as employee of any other party, in manufacturing, buying, selling, or dealing in _________[product], in the territory described, for a period of _________[period of time], after the termination of the agency created by this agreement, without the written consent of principal.

SECTION SEVENTEEN.

REPAIRS AND MAINTENANCE OF PRODUCT

Agent shall promptly and properly make necessary repairs on principal’s product in agent’s territory if such repairs can be made by agent, and to cooperate with and aid principal in making all other such repairs ...

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