Sales Commission Agreement for Agents
SALES COMMISSION AGREEMENT FOR AGENTS
This Sales Commission Agreement (the "Agreement") is made and entered into this [Date], by and between [Your Company Name], a [Your State of Incorporation] corporation, with a principal place of business located at [Your Company Address] ("Company"),
and
[Agent's Full Name], an individual residing at [Agent's Address] ("Agent").
WHEREAS, the Company is engaged in the business of [Describe Business Activity]; and
WHEREAS, the Agent is willing to sell and promote the products and/or services of the Company, and the Company desires to retain the services of the Agent as an independent contractor for such purpose, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, the parties agree as follows:
1. APPOINTMENT
a. The Company hereby appoints the Agent as its non-exclusive sales representative for the purpose of marketing, promoting, and selling the Company's products and services within the designated territory. The Agent shall act with due diligence and shall adhere to the highest professional standards in carrying out their duties under this Agreement.
b. The Agent accepts the appointment and agrees to diligently perform the services required, employing their expertise to maximize sales opportunities for the Company’s benefit. The Agent acknowledges that they are not authorized to enter into any contracts or commitments in the Company’s name or on its behalf unless explicitly authorized in writing by the Company.
c. This appointment is subject to the terms and conditions expressly set forth herein and is contingent upon the Agent's compliance with all applicable laws, regulations, and policies that govern their activities as a sales representative for the Company. The Agent shall not engage in any practice that may be detrimental to the reputation or commercial interests of the Company.
2. TERM
a. This Agreement shall take effect commencing on [Start Date] and, subject to the terms and conditions herein, shall remain in full force and effect until [End Date] ("Termination Date"). Either party may terminate this Agreement prior to the Termination Date by providing the other party with a written notice of [number of days] days.
b. Upon the expiration or earlier termination of this Agreement, the Agent shall cease to represent the Company and shall return all property, documentation, and Confidential Information belonging to the Company.
c. This Agreement may be extended beyond the Termination Date by mutual written consent of both parties, specifying the terms of such extension.
3. COMMISSION STRUCTURE
The Company agrees to pay the Agent a commission based on the following structure:
a. [Specific Commission Rate] percent of the gross sales price for each sale or service provided and invoiced.
b. Commissions shall be calculated and paid on a [monthly/quarterly/annual] basis, following receipt of payment from the customer.
4. DUTIES AND OBLIGATIONS OF THE AGENT
a. The Agent shall diligently and continuously solicit orders for the Company's products and services within the assigned territory.
b. The Agent shall provide adequate support and follow-up on all sales leads and customer queries.
5. DUTIES AND OBLIGATIONS OF THE COMPANY
a. The Company shall provide the Agent with necessary product training, sales materials, and support.
b. The Company shall not unreasonably withhold acceptance of orders submitted by the Agent.
6. INDEPENDENT CONTRACTOR STATUS
a. The Agent enters into this Agreement as, and shall remain, an independent contractor with respect to all services provided. It is expressly understood and agreed that the Agent is not an employee, legal representative, dealer, general agent, joint venturer, or partner of the Company for any purpose whatsoever.
b. The Agent shall not have any authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Company. The Agent acknowledges that they are responsible for their own business operations and expenses arising therefrom, and shall be responsible for all taxes, Social Security, disability, health insurance, workers' compensation, and other similar benefits, and for maintaining all licenses, insurance, and registrations necessary for carrying out the duties described in this Agreement.
c. The Company shall not be required to provide any benefits that are typically associated with employee status, including but not limited to health insurance, paid vacation, or retirement benefits.
7. CONFIDENTIALITY
a. The Agent acknowledges that during the performance of their obligations under this Agreement, they will be exposed to or may receive information that is proprietary or confidential to the Company. Such Confidential Information may include, but is not limited to, trade secrets, know-how, inventions, technical data, strategies, and customer information.
b. The Agent is hereby obligated to maintain the confidentiality of all such Confidential Information and to use it only for the purposes of executing their duties as outlined in this Agreement. The Agent shall not, without the Company's prior written authorization, disclose any Confidential Information to any third parties or use it for any unauthorized purposes at any time, both during the term of this Agreement and for a period of [Specify Duration] years thereafter.
c. In the event of termination of this Agreement, or upon Company's request at any time, the Agent shall promptly return all materials containing Confidential Information to the Company. If the Agent is legally compelled to disclose any Confidential Information, they must provide the Company with prompt notification to allow the Company the opportunity to challenge or limit the disclosure obligations.
d. The obligations under this clause shall survive the termination of this Agreement and continue in full force and effect for a stipulated period, binding the Agent and their successors, assigns, and any representatives they may have.
8. TERMINATION
a. This Agreement may be terminated by either the Company or the Agent by providing written notice of [Notice Period, e.g., thirty (30) days] to the other party. Termination may be initiated for any reason by either party. Such notice shall be given in writing and delivered via certified or registered mail, or by any other means agreed upon by both parties, ensuring evidence of receipt.
b. Upon termination, the Agent shall be entitled to commissions on the sales made prior to the termination date but not yet paid as of the termination date, provided that such sales are finalized and payment from the customers is received by the Company.
c. In the event of termination for cause due to breach of this Agreement or any unethical or illegal conduct by the Agent, the Company may terminate the Agreement immediately with written notice to the Agent and the Agent shall not be entitled to any further commissions post the termination date.
d. The termination of this Agreement shall not relieve the Agent of the obligation to return all materials and Confidential Information belonging to the Company or to cease using any property or rights granted under this Agreement.
e. The rights and obligations of the parties set forth in this Agreement, which by their nature should survive termination or expiration of this Agreement, including but not limited to the obligations related to Confidentiality and Non-Disclosure, will remain in effect after such termination or expiration.
f. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which the Company is headquartered.
10. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the Parties and supersedes all prior understandings and agreements relating to the subject matter hereof.
IN WITNESS WHEREOF, the Parties have executed this Sales Commission Agreement as of the date first above written.
[Your Company Name]
By:
[Your Company Representative Name]
[Your Company Representative Title]
Agent
By:
[Agent's Full Name]
[Month, Day, Year]
EXHIBIT A
[Attach additional documentation, commission schedules, territory descriptions, or any other pertinent attachments.]
