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© Copyright 2018 RepHunter, Inc. All rights reserved. RepHunter at https://www.rephunter.net helps companies
seeking independent sales representation and independent sales reps seeking new lines to represent.
RepHunter
®
SAMPLE INDEPENDENT SALES
REPRESENTATIVE AGREEMENT
Sales Representation Agreements save both the hiring sales
manager and the independent sales representative many headaches
by establishing clear guidelines, commission schedules and
performance expectations.
RepHunter has built its business helping manufacturers, small
business owners, distributors and sales agencies quickly and
confidently find qualified commission-only sales reps.
Our profiling system allows both companies and sales reps to
search, find and make great connections resulting in both parties
profiting from the signed sales rep contract.
RepHunter is the most cost-effective and time-efficient way for
companies to find sales reps in their industry. To start your search
and “try before you buy,” go to:
https://www.rephunter.net/manufacturers-sales-reps-find
Sales and Manufacturers Reps—Find New Lines FREE! No
upsells. No hidden fees. And we never sell your data, ever. Find
manufacturers rep and independent sales rep opportunities. Just
create your independent sales rep profile for free here:
https://www.rephunter.net/independent-sales-reps-find
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© Copyright 2015 D. Clay Taylor, P.A. All rights reserved. RepHunter at https://www.rephunter.net helps companies
seeking independent sales representation and independent sales reps seeking new lines to represent. This specimen
agreement is based upon the work of D. Clay Taylor, P.A., and the firm may be reached at http://www.replawyer.com.
Nothing contained in this specimen is intended to create an attorney / client relationship between you and the law firm
of D. Clay Taylor, P.A., and no such relationship shall exist unless the firm is formally retained by you. Any use of this
specimen agreement, without engaging the services of counsel, is undertaken solely at the risk of the member.
Warning: Professional advice should be sought before using this or any other Specimen
Contract. RepHunter, Inc. is not engaged in rendering legal services, and this Specimen Contract
is provided only as an exemplar. We strongly recommend that you consult with a qualified
attorney before entering into any such agreements.
Independent Sales Representative Agreement
THIS AGREEMENT is made as of the day of execution, between
___________________ (the “Company”) and ______________________ (the
“Representative”), and entered into for the purpose of retaining the Representative as the
Company’s independent sales agent.
WHEREAS, the Company is a manufacturer, importer or distributor of
__________________________ and other merchandise;
WHEREAS, the Representative is an established, independent sales representative in the
_________________ industry;
WHEREAS, the Company desires to retain the services of the Representative to work as
its sales agent with the exclusive right to sell the Company’s products in the assigned
territory.
NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein, the parties agree as follows:
1. Appointment of Representative: The Company hereby appoints and the
Representative does hereby accept appointment as the Company’s independent sales
representative, with the exclusive right to sell the Company’s products to all customers in
the Representative’s assigned territory, as outlined below.
2. Territory: The Representative shall have the exclusive right to sell the Company’s
products to all customer accounts (including OEMs, retailers, re-sellers, VARs,
distributors, jobbers, internet sales companies, buying groups, etc.) with their principal
place of business or buying offices in that geographic region detailed in Schedule A,
attached hereto. Representative shall also have the exclusive right to sell the Company’s
products to such other customer accounts and customers, with their principal place of
business or buying office outside the aforementioned territory, as the Representative may
have the opportunity to open with the prior consent and approval of the Company.
3. Commissions: The following shall govern the payment of commissions to the
Representative:
a. Commissionable Sales: In exchange for the Representative’s sales efforts,
the Company shall pay the Representative a commission on all sales made to customer
accounts (as described above) in the Representative’s territory, regardless of whether the
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© Copyright 2015 D. Clay Taylor, P.A. All rights reserved. RepHunter at https://www.rephunter.net helps companies
seeking independent sales representation and independent sales reps seeking new lines to represent. This specimen
agreement is based upon the work of D. Clay Taylor, P.A., and the firm may be reached at http://www.replawyer.com.
Nothing contained in this specimen is intended to create an attorney / client relationship between you and the law firm
of D. Clay Taylor, P.A., and no such relationship shall exist unless the firm is formally retained by you. Any use of this
specimen agreement, without engaging the services of counsel, is undertaken solely at the risk of the member.
Warning: Professional advice should be sought before using this or any other Specimen
Contract. RepHunter, Inc. is not engaged in rendering legal services, and this Specimen Contract
is provided only as an exemplar. We strongly recommend that you consult with a qualified
attorney before entering into any such agreements.
customer’s order is procured by the Representative, placed directly with the Company or
procured by other means, regardless of whether the goods are ultimately shipped to
locations inside or outside of said territory. Correspondingly, Representative shall not be
entitled to any commission on sales to customers, who maintain their principal place of
business outside the territory, even if those goods are shipped to locations within the
territory, unless the Representative materially participates in selling the Company’s
goods to said customer or is required to service locations within the territory. In that
event, the parties shall negotiate a reasonable commission rate or compensation for said
work, before it is performed.
b. Commission Rate: The Company agrees to pay the Representative a
commission at the rate(s) outlined on Schedule B, attached hereto, and these commissions
shall be calculated on the net amount of all merchandise shipped to Representative’s
customers.
c. Payment of Earned Commissions: The Company agrees that the
Representative is deemed to have earned a commission upon its acceptance of any
customer order, and the Company shall pay all commissions to the Representative no
later than the ____ day of the month following shipment on said order. Monthly
commission payments shall be accompanied by a complete accounting of the disposition
of all orders, shipped and pending, in the Representative’s territory.
d. Accounting: In addition to the aforementioned commission statements,
upon request, the Company shall provide the Representative such reasonable other
information as may be necessary for the Representative to reconcile or audit
Representative’s commission account with the Company or as necessary to track pending
business.
4. Chargebacks and Credits: No chargeback shall be made against any commission of the
Representative (for bad accounts, markdown credits, advertising allowances or other
reason) without the Representative’s express prior approval. This provision shall not
apply to goods returned by the customer because of defect. In the event the
Representative consents to a chargeback against commissions, the Company shall render
the Representative a complete accounting and proof of return or credit. All credit-
approved sales shall be made at the Company’s discretion, and the Company agrees to
assume all responsibility for the collection of all such sales, and hold the Representative
strictly harmless from any liability or contribution on such sales.
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© Copyright 2015 D. Clay Taylor, P.A. All rights reserved. RepHunter at https://www.rephunter.net helps companies
seeking independent sales representation and independent sales reps seeking new lines to represent. This specimen
agreement is based upon the work of D. Clay Taylor, P.A., and the firm may be reached at http://www.replawyer.com.
Nothing contained in this specimen is intended to create an attorney / client relationship between you and the law firm
of D. Clay Taylor, P.A., and no such relationship shall exist unless the firm is formally retained by you. Any use of this
specimen agreement, without engaging the services of counsel, is undertaken solely at the risk of the member.
Warning: Professional advice should be sought before using this or any other Specimen
Contract. RepHunter, Inc. is not engaged in rendering legal services, and this Specimen Contract
is provided only as an exemplar. We strongly recommend that you consult with a qualified
attorney before entering into any such agreements.
5. Customers: It is understood that the customers in the territory are and have been
originated by the Representative. At no time shall the Company be entitled to designate
any customer as a house account, without the Representative’s agreement.
6. Independent Contractor: It is understood that the Representative is an independent
contractor, and nothing contained in this Agreement shall be construed as appointing the
Representative as an employee of the Company. Correspondingly, it is understood that
the Representative is solely responsible for the payment of all taxes on commissions paid
by the Company under this Agreement. It is agreed that the Company shall do no
withholding for income, self-employment, payroll or any other taxes. Moreover, nothing
in this Agreement grants or authorizes either party to assume or to create any obligation,
contract or liability, express or implied, on behalf or in the name of the other. Moreover,
it is strictly understood that nothing contained herein shall serve to make the
Representative an agent of the Company, and any such relationship is hereby expressly
disclaimed.
7. Costs & Expenses: It is agreed that the Representative shall bear all costs and
expenses attendant to Representative’s efforts to sell the Company’s products, without
reimbursement from the Company, unless the parties shall otherwise mutually agree from
time to time.
8. Subrepresentatives: Representative shall have the unfettered right to appoint
subrepresentatives, agents and employees or other persons to assist in the carrying out of
the duties under this agreement. Representative shall be solely responsible for hiring,
supervision, compensation, termination and other matters relating to subrepresentatives
or employees. It is strictly understood that subrepresentatives are not agents,
representatives or employees of the Company, and the Representative shall hold the
Company strictly harmless from any liability arising from the actions of said persons. It is
also agreed that the Company shall not solicit or employ any subrepresentative, agent or
employee of the Representative without the Representative’s prior approval, and this bar
shall continue for a period of two years following the end of any business relationship
between Representative and any said subrepresentative, agent or employee or two years
from the termination of this Agreement.
9. Noncompetition: It is agreed and understood that, during the term of this Agreement,
the Representative shall not carry, sell or represent, in the assigned territory, any other
product that is directly competitive with those of the Company without prior approval of
the Company. Upon request, the Representative shall disclose to the Company the
identity of every other manufacturer or importer or vendor whose products the
Representative is currently selling. In the event that the Representative is selling the
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© Copyright 2015 D. Clay Taylor, P.A. All rights reserved. RepHunter at https://www.rephunter.net helps companies
seeking independent sales representation and independent sales reps seeking new lines to represent. This specimen
agreement is based upon the work of D. Clay Taylor, P.A., and the firm may be reached at http://www.replawyer.com.
Nothing contained in this specimen is intended to create an attorney / client relationship between you and the law firm
of D. Clay Taylor, P.A., and no such relationship shall exist unless the firm is formally retained by you. Any use of this
specimen agreement, without engaging the services of counsel, is undertaken solely at the risk of the member.
Warning: Professional advice should be sought before using this or any other Specimen
Contract. RepHunter, Inc. is not engaged in rendering legal services, and this Specimen Contract
is provided only as an exemplar. We strongly recommend that you consult with a qualified
attorney before entering into any such agreements.
products of another principal, some individual items of which overlap with the
Company’s products, upon notice from the Company the Representative shall have sixty
(60) days to elect whether to terminate this Agreement or to continue selling the
Company’s products, under this Agreement and resign the conflicting line. In the event
the Representative elects to terminate this Agreement, the Company will pay the
Representative commissions on pending business as provided in paragraph 10(c), below.
10. Termination: Except as provided in paragraph 9, above, it is agreed that the
following provisions shall govern the termination of the parties’ relationship:
a. Termination for Cause: Either party may terminate this Agreement for “good
cause,” which shall include any breach by either party of this Agreement or any failure by
the Representative substantially to comply with the essential business requirements of the
Company. In the event either party terminates this Agreement for cause, it is understood
that the terminating party shall give the other ninety (90) days advance written notice of
termination, detailing the good cause reasons for termination. The party receiving notice
of termination shall thereafter have the first sixty (60) days of this period to cure said
breach or alleged “good cause.” In the event of the failure of the receiving party to cure
said breach or alleged “good cause,” the parties’ relationship shall end at the expiration of
the ninety (90) day notice period.
In the event termination is based upon: (1) either party’s conviction of a crime related to
their business; (2) bankruptcy or receivership of either party’s business; or (3) either
party’s fraud, theft or other act of deceit upon the other, the notice provision of this
paragraph are inapplicable, and termination maybe effectuated immediately.
Nothing in this paragraph shall prejudice or serve as a waiver of any party’s right to
challenge or dispute the reasons for termination, and whether same constitute “good
cause.”
b. Termination Without Cause: Alternatively, this Agreement may be terminated
by either party without cause. In the event either party terminates this Agreement
without cause, it is understood that the terminating party shall give the other at least one
hundred eighty (180) days advance written notice of termination.
c. Winding Up: Regardless of the reasons for termination, it is additionally
understood that both parties shall deal with each other in good faith to wind up the
parties’ business affairs. Upon termination of this Agreement, it is understood that the
Representative shall be deemed to have earned a commission on all orders written and
programs placed with customers through the last day of the relationship, regardless of
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© Copyright 2015 D. Clay Taylor, P.A. All rights reserved. RepHunter at https://www.rephunter.net helps companies
seeking independent sales representation and independent sales reps seeking new lines to represent. This specimen
agreement is based upon the work of D. Clay Taylor, P.A., and the firm may be reached at http://www.replawyer.com.
Nothing contained in this specimen is intended to create an attorney / client relationship between you and the law firm
of D. Clay Taylor, P.A., and no such relationship shall exist unless the firm is formally retained by you. Any use of this
specimen agreement, without engaging the services of counsel, is undertaken solely at the risk of the member.
Warning: Professional advice should be sought before using this or any other Specimen
Contract. RepHunter, Inc. is not engaged in rendering legal services, and this Specimen Contract
is provided only as an exemplar. We strongly recommend that you consult with a qualified
attorney before entering into any such agreements.
when goods related to said order or programs are actually shipped to the customer, and
regardless of the length of any program placed. Commission on said orders and
programs shall be become due and will be paid in accordance with the terms of paragraph
3, above and applicable law.
11. Products Liability: It is strictly understood that the Representative shall not be taking
possession of inventory for sale to customers. All orders will be submitted by the
Representative to the Company for direct shipment to customers. The Company hereby
agrees to hold harmless, indemnify and defend the Representative for any liability the
Representative may incur due to a product defect, product liability, negligence, failure to
warn or breach of warranty claim. The Company’s indemnification obligation hereunder
shall include the duty to defend and/or reimburse the Representative for the cost of
defending any such action.
12. Severable Terms: The terms of this Agreement are severable, as allowed by law. In
the event any provision is deemed unenforceable or invalid, it shall be severed from the
agreement, and the remaining terms shall remain in full force and effect.
13. Assignment & Successors: This Agreement shall be fully assignable, without the
consent of the other. This Agreement shall be binding upon the parties, their successors
and assigns, including any corporation into which the Company may be merged or
acquired, as if that successor or assign was originally a party hereto.
14. Amendment & Modification: This Agreement shall be amended or modified only by
the express, written consent by both parties, unless otherwise provided. Any attempted
unilateral modification of any term of this Agreement shall be void.
15. Dispute Resolution: This Agreement shall be construed under the substantive laws
of the state of the Representative’s residence and where the sales and marketing services
are to be rendered, without regard to the choice of law principles of any state. It is further
agreed that any action initiated by any party, arising out of this agreement or any other
facet of the parties’ business relationship, shall be venued in the state or federal court in
and for the state of Representative’s residence.
IN WITNESS HEREOF, the parties have executed this Agreement as of the date stated:
Dated:______________. THE COMPANY
By:_______________________
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© Copyright 2015 D. Clay Taylor, P.A. All rights reserved. RepHunter at https://www.rephunter.net helps companies
seeking independent sales representation and independent sales reps seeking new lines to represent. This specimen
agreement is based upon the work of D. Clay Taylor, P.A., and the firm may be reached at http://www.replawyer.com.
Nothing contained in this specimen is intended to create an attorney / client relationship between you and the law firm
of D. Clay Taylor, P.A., and no such relationship shall exist unless the firm is formally retained by you. Any use of this
specimen agreement, without engaging the services of counsel, is undertaken solely at the risk of the member.
Warning: Professional advice should be sought before using this or any other Specimen
Contract. RepHunter, Inc. is not engaged in rendering legal services, and this Specimen Contract
is provided only as an exemplar. We strongly recommend that you consult with a qualified
attorney before entering into any such agreements.
Its:_______________________
Dated:_______________. THE REPRESENTATIVE
By:________________________
Its:________________________
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© Copyright 2015 D. Clay Taylor, P.A. All rights reserved. RepHunter at https://www.rephunter.net helps companies
seeking independent sales representation and independent sales reps seeking new lines to represent. This specimen
agreement is based upon the work of D. Clay Taylor, P.A., and the firm may be reached at http://www.replawyer.com.
Nothing contained in this specimen is intended to create an attorney / client relationship between you and the law firm
of D. Clay Taylor, P.A., and no such relationship shall exist unless the firm is formally retained by you. Any use of this
specimen agreement, without engaging the services of counsel, is undertaken solely at the risk of the member.
Warning: Professional advice should be sought before using this or any other Specimen
Contract. RepHunter, Inc. is not engaged in rendering legal services, and this Specimen Contract
is provided only as an exemplar. We strongly recommend that you consult with a qualified
attorney before entering into any such agreements.
Schedule A: Territory
The Representative’s territory under this Agreement shall be comprised of the following
geographic regions.
Schedule B: Commission Rates
The Company shall pay the Representative commissions at the following rates for sales
made by the Representative under this Agreement.
Full Price Sales ______%
First Cost Goods ______%
Direct Import ______%
Discount / Liquidation ______%
