This Commission Sales Agreement (“Agreement”) is made and effective the [[DATE]].
Between:
[[COMMISSION AGENT NAME]] (the “Agent”), who’s main address at:
[[COMPLETE ADDRESS]]
And:
[[PRINCIPAL NAME]] the (“Principal”), organized and existing under the laws of New York with
a head office located at:
[[COMPLETE ADDRESS]]
Whereas the Principal wishes to market the product(s) described in Schedule A the (“Products”);
Whereas Agent is prepared to sell the Product(s) on behalf of the Principal in return for a
commission.
It is agreed as follows:
1. Selling Rights
1. The Principal grants the Agent an exclusive right to sell the Product(s) on behalf of
the Principal within the territory described in Schedule B for a period of [[PERIOD]]
commencing [[DATE]] the (“Selling Rights”).
2. The Agent may not sell or attempt to sell the Product(s) outside the territory
described in Schedule B.
3. The Agent shall use his best efforts to sell the Product(s) for the duration of the
Selling Rights. At the request from time to time the Principal, the Agent shall furnish
the Principal with a reasonably detailed written report on his efforts to sell the
Product(s) in the period specified by the Principal.
4. The Agent shall clearly identify himself as a duly authorized sales agent of the
Principal in the course of his efforts to sell the Product(s) on behalf of the Principal
and may not sell the Product(s) in his own name.
2. Product Prices
1. The Principal shall fix the selling price(s) of the Product(s) and the Agent may only
sell the Product(s) at the selling price(s) fixed by the Principal.
3. Orders
1. The Agent shall obtain written orders for the Product(s) from buyers, signed by or on
behalf of the buyers and remit the orders to the Principal.
2. The Principal shall use its best efforts to fill orders duly remitted by the Agent in
accordance with this agreement as expeditiously as possible.
4. Commission
1. The Principal shall pay the Agent a commission of [[PERCENTAGE NUMBER]]%
of the selling price, exclusive of any sales taxes of each order or part of each order of
Product(s) duly remitted by the Agent in accordance with this agreement which is
paid for in full, inclusive of any sales taxes and which is not subsequently returned
for a refund.
2. The Principal may accept the return of Product(s) for a refund or partial refund in its
sole discretion.
3. The Agent is not entitled to any compensation for services performed or expenses
incurred in connection with this agreement other than as set out in this agreement.
5. Training
1. At the request of the Agent, the Principal shall train the Agent in the proper use of
the Product(s).
6. Advertising and Information Materials
1. For the Duration of the Selling Rights, the Principal shall furnish the Agent at the
Principal’s cost with reasonable quantities of advertising and user information
materials, including demonstration Product(s) to aid the Agent in selling the
Product(s).
7. Product Image
1. The Agent shall not do or permit anything to be done to prejudice the market image
of the Product(s) of the Principal.
8. Restraint of Competition
1. The Agent shall not sell or in any way assist anyone else to sell any products that
compete with the Product(s) of the Principal within the territory described in
Schedule B for the duration of the Selling Rights and for the calendar year
immediately following termination of the Selling Rights.
9. Confidentiality
1. The Agent shall keep the Principal’s business secrets including but not limited to
customer, supplier, logistical, financial, research and development information
confidential and shall not disclose them to any third party during and after
termination of the Selling Rights.
10.Summary Termination of Selling Rights
1. If the Agent breaks any term of this agreement the Principal may summarily
terminate the Selling Rights on notice in writing to the Agent.
11. Termination Consequences
1. On termination of the Selling Rights for any reason, the Agent shall immediately
cease to describe himself as an authorized sales agent of the Principal and cease
selling the Product(s).
12.Assignment
1. The Agent shall not assign the benefit of this agreement or subcontract his
obligations under this agreement without the consent in writing of the Principal,
which consent be withheld without good reason.
13.Fiduciary Relationship
1. The Agent accepts and acknowledges that the terms of this agreement are in addition
to and do not detract from the ordinary fiduciary duties owed by the Agent to the
Principal.
14.Miscellaneous
1. In this agreement the singular includes the plural and the masculine includes the
feminine and neutral and vice versa unless the context otherwise requires.
2. The capitalized headings in this agreement are only for convenience of reference and
do not form part of or affect the interpretation of this agreement.
3. If any provision or part of any provision in this agreement is void for any reason, it
shall be severed without affecting the validity of the balance of the agreement.
4. Time is of the essence of this agreement.
5. There are no representations, warranties, conditions, terms or collateral contracts
affecting the transaction contemplated in this agreement except as set out in this
agreement.
6. Nothing in this agreement is intended to constitute a partnership or a master and
servant relationship between the parties.
7. This agreement binds and benefits the parties and their respective heirs, executors,
administers, personal representatives, successors and assigns.
8. This agreement is governed by the laws of the State of New York.
The Parties each hereby execute this Agreement as of [[DATE]]