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Sales Agency Agreement Template
Appoint a sales agent with clear authority limits, commission rules, and sales responsibilities using this Sales Agency Agreement Template.
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Sales Agency Agreement Template
This Sales Agency Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:
Company/Principal: [Company Legal Name], with an address at [Address] (“Company”).
Sales Agent: [Agent Legal Name], with an address at [Address] (“Agent”).
Company and Agent may be referred to individually as a “Party” and collectively as the “Parties.”
1. Appointment and Scope
1.1 Appointment. Company appoints Agent as an independent sales agent to market and solicit orders for: [Products/services] (the “Products”).
1.2 Territory. Agent’s territory/market is: [Territory/industry/segment].
1.3 Non-Exclusive (Default). This Agreement is non-exclusive unless stated in Section 1.4.
1.4 Exclusivity (Optional). ☐ None ☐ Exclusive in [Territory] subject to performance targets in Exhibit A.
1.5 Authority Limits. Agent may not bind Company or accept contracts on Company’s behalf unless Company gives written authorization.
2. Agent Responsibilities
2.1 Sales Activities. Agent will perform sales activities including: prospecting, presentations, introductions, and assisting with negotiations under Company direction.
2.2 Compliance. Agent will comply with all applicable laws, anti-bribery rules, and Company sales policies.
2.3 No Misrepresentation. Agent will not make unapproved product claims or warranties.
2.4 Records. Agent will keep reasonable records of leads and sales activities and provide reports: [Frequency].
2.5 Expenses. Expenses are: ☐ Not reimbursed ☐ Reimbursed if pre-approved up to $[__] ☐ Other: [Terms].
3. Lead Registration and Customer Ownership (Optional)
3.1 Lead Registration. Agent may register leads by: [Portal/email/form].
3.2 Protection Period. Registered leads are protected for [__] days if actively pursued.
3.3 House Accounts. Company may designate certain customers as “house accounts”: [List/criteria].
3.4 Customer Ownership Disputes. Disputes resolved by: [Process].
4. Orders, Pricing, and Fulfillment
4.1 Orders. Company will contract directly with customers unless otherwise agreed.
4.2 Pricing. Agent must follow Company pricing and discount policies.
4.3 Fulfillment and Support. Company is responsible for fulfillment, billing, and customer support unless stated otherwise.
5. Commission and Payment
5.1 Commission Rate. Agent will earn a commission of: []% of: ☐ Net revenue ☐ Gross invoice amount ☐ Other: [Basis].
5.2 When Earned. Commission is earned when: ☐ Customer pays Company ☐ Contract signed and invoiced ☐ Other: [Trigger].
5.3 Payment Timing. Commissions paid: ☐ Monthly ☐ Quarterly ☐ Net [] days after being earned.
5.4 Adjustments. Refunds, credits, chargebacks, and non-payment may reduce commissions.
5.5 Post-Termination Commissions (Optional). Agent may receive commissions for deals closed within [__] days after termination if introduced by Agent during the term.
6. Confidentiality
6.1 Confidential Information. Agent will protect Company confidential information, including pricing, customer lists, and product plans.
7. Intellectual Property and Branding
7.1 Brand Use. Company grants Agent a limited license to use trademarks solely for marketing under this Agreement.
7.2 Materials. Agent will use Company-approved marketing materials.
8. Non-Solicitation and Non-Competition (Optional)
8.1 Non-Solicitation. For [__] months after termination, Agent will not solicit Company employees or customers introduced through this Agreement, where enforceable.
8.2 Non-Compete (Optional). Non-compete terms (if enforceable): [Scope, duration, territory].
9. Independent Contractor
9.1 Status. Agent is an independent contractor, not an employee, partner, or joint venturer.
9.2 No Benefits. Agent is not eligible for Company benefits.
10. Term and Termination
10.1 Term. This Agreement begins on the Effective Date and continues for [] year(s) unless terminated.
10.2 Termination for Convenience. Either Party may terminate with [] days’ notice.
10.3 Termination for Cause. Either Party may terminate for material breach not cured within [__] days after notice.
10.4 Effect of Termination. Agent must stop representing itself as Company’s agent and return Company materials.
11. Limitation of Liability
11.1 Limitation. To the extent permitted by law, neither Party is liable for indirect damages.
11.2 Cap (Optional). Liability cap: $[] or commissions paid in last [] months.
12. Miscellaneous
12.1 Governing Law. This Agreement is governed by the laws of [State/Country].
12.2 Notices. Notices must be delivered to the addresses above.
12.3 Entire Agreement. This Agreement is the entire agreement about the sales agency relationship.
12.4 Amendments. Amendments must be in writing and signed by both Parties.
12.5 Severability. If any provision is unenforceable, the remainder remains effective.
12.6 Electronic Signatures. Electronic signatures are effective.
Signatures
By signing below, the Parties agree to this Sales Agency Agreement as of the Effective Date.
Company/Principal: [Company Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________
Sales Agent: [Agent Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________
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Easy-to-understand jargon
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Learn more about
Sales Agency Agreement Template
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
SALES AGENCY AGREEMENT TEMPLATE FAQ
What is a sales agency agreement?
A Sales Agency Agreement is a contract where a company appoints an independent sales agent to solicit orders or introduce customers for the company’s products or services. It defines the agent’s authority, territory, sales activities, and how commissions are earned and paid.
How is a sales agent different from a distributor or reseller?
A sales agent typically does not buy and resell products. The company usually contracts directly with the customer and fulfills the order, while the agent earns a commission for sales or referrals. A distributor/reseller typically purchases products and resells them in their own name.
What should be included in a sales agency agreement?
Key terms include: appointment and authority limits, territory and target customers, lead registration/customer ownership, commission structure and when it’s earned, payment timing, expenses, non-solicitation or non-compete (optional), confidentiality, compliance, term and termination, and post-termination commissions.
How do you define when a commission is earned?
Many agreements state that commission is earned only after the company receives payment from the customer, and that refunds or chargebacks can reduce commissions. This template includes selectable options for when commissions are earned.
Can you include exclusivity?
Yes, optionally. Some agencies receive exclusive rights for a territory or market segment, usually tied to performance targets. This template includes a non-exclusive default with an optional exclusivity clause.
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