Sales Rep Agreement Template for Brands

Your Brand Name ("Company") hereby appoints Representative ("Representative") as a non-exclusive independent sales representative to solicit orders for Company's products within the Territory defined in Section 2. This appointment is non-exclusive unless a separate written exclusivity addendum is executed by both parties.

Representative's role is limited to soliciting and transmitting orders to Company. Representative has no authority to accept orders, make binding commitments, alter prices or terms, or incur any obligation on behalf of Company without express prior written consent.

All orders solicited by Representative are subject to acceptance or rejection by Company at its sole discretion. Company reserves the right to decline any order, discontinue any product, or modify pricing and terms at any time with 30 days' written notice to Representative.

Representative is appointed to solicit orders within the following geographic territory ("Territory"): ________________.

Representative shall not solicit orders from accounts located outside the Territory without prior written approval from Company. Orders originated from outside the Territory by Representative will not earn commission unless pre-approved in writing.

Company reserves the right to modify the Territory with 60 days' written notice. In the event of a material Territory reduction, the parties will negotiate in good faith regarding any adjustment to commission arrangements.

Representative is authorized to solicit orders for the following product lines: All current wholesale product lines as described in Company's current wholesale price list ("Products"). Company may add or remove Products from Representative's authorized line with reasonable notice.

Company will provide Representative with current price lists, line sheets, samples (per Section 8), and marketing materials necessary to effectively present the Products. All such materials remain Company's property and must be returned upon termination.

Representative may not represent competing product lines without prior written consent from Company. For purposes of this Agreement, "competing" means products that are substantially similar in category and price point to Company's Products and sold through the same wholesale channels.

Representative agrees to: (a) actively and diligently solicit orders for the Products within the Territory; (b) maintain professional conduct and accurately represent Company's Products, pricing, and terms; (c) provide Company with regular updates on market conditions, competitive activity, and account feedback; (d) attend trade shows and market weeks as reasonably required and mutually agreed; and (e) comply with all applicable laws in the performance of its duties.

Representative shall not make any warranty, representation, or commitment regarding Products beyond those expressly stated in Company's current materials, and shall not accept returns or issue credits on Company's behalf.

Representative shall promptly transmit all orders to Company and inform accounts that all orders are subject to Company acceptance. Representative shall notify Company within 48 hours of any significant account complaint, potential dispute, or circumstances that may affect the Company-account relationship.

Company agrees to: (a) provide Representative with current and accurate price lists, product information, and marketing materials; (b) promptly notify Representative of new products, product discontinuations, price changes, and changes to terms; (c) process and acknowledge orders transmitted by Representative in a timely manner; (d) notify Representative of any orders declined or modified; and (e) pay commission as specified in Section 6.

Company will provide Representative with a written commission statement with each payment, detailing the invoices on which commission is being paid and any deductions applied.

Company shall pay Representative commission on net invoiced sales of Products to accounts within the Territory, according to the following schedule:

Commission is earned when Company receives payment from the retailer, not when an order is shipped or invoiced. No commission is earned on uncollected invoices, returned merchandise, cancelled orders, or credits issued.

Commission payments will be made monthly, within 30 days following the end of each payment period. Company will provide a commission statement with each payment itemising all invoices included.

Disputes regarding commission calculations must be submitted in writing within 60 days of receipt of the commission statement. Failure to dispute within this period constitutes acceptance of the statement as correct.

House accounts are accounts established by Company prior to this Agreement or accounts Company designates as house accounts in writing during the term. A list of current house accounts is attached as Exhibit A. House accounts may be updated by mutual written agreement.

Representative will earn commission on orders from house accounts only if Representative actively services those accounts in a manner agreed in advance by Company. Passive reorders on house accounts do not earn commission unless Representative is performing ongoing account management as defined in Exhibit A.

Company will provide Representative with one set of samples per season at no charge. Additional samples may be purchased by Representative at cost. All samples remain Company's property and must be returned or accounted for upon termination.

Representative is responsible for all of its own business expenses, including travel, trade show fees, showroom costs, and general operating expenses, unless Company has agreed in writing to share specific costs. Company is not responsible for any expense incurred by Representative without prior written approval.

Trade show participation costs (booth fees, fixtures, travel) will be handled as follows: costs are the responsibility of Representative unless Company agrees in writing to contribute.

This Agreement commences on the Effective Date and continues for an initial term of one (1) year, automatically renewing for successive one-year periods unless either party provides written notice of non-renewal at least 60 days before the end of any term.

Either party may terminate this Agreement without cause upon 60 days' written notice to the other party.

Company may terminate this Agreement immediately upon written notice in the event of: (a) Representative's material breach of this Agreement that is not cured within 14 days of written notice; (b) Representative's conviction of a crime involving moral turpitude or fraud; (c) Representative's insolvency or assignment for the benefit of creditors; or (d) Representative's unauthorised disclosure of Confidential Information.

Post-Termination Commission (Tail Period): Following termination, Representative shall be entitled to commission on orders from Rep-sourced accounts that are (a) received by Company within 90 days of the termination date and (b) shipped within 120 days of the termination date. No commission is payable on orders received after these periods.

Each party agrees to keep confidential all non-public information of the other party received in connection with this Agreement ("Confidential Information"), including but not limited to pricing, customer lists, product roadmaps, sales data, and business strategies. This obligation survives termination for a period of 3 years.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt written notice.

Representative is an independent contractor and not an employee, partner, joint venturer, or agent of Company. Representative is solely responsible for all taxes, insurance, benefits, and employment obligations arising from its activities under this Agreement. Company will issue a Form 1099 to Representative if required by applicable law.

Representative has no authority to and shall not bind Company to any contract, obligation, or liability without express prior written consent. Representative shall not represent itself as an employee or agent of Company in any external communications.

Governing Law. This Agreement shall be governed by the laws of the State of ________________, without regard to conflict-of-law principles. The parties acknowledge that ________________ may have a Rep Protection Act and agree to comply with its provisions.

Dispute Resolution. Disputes shall first be subject to good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in ________________ under AAA Commercial Rules, except that either party may seek injunctive relief in court for breach of confidentiality or IP provisions.

Entire Agreement. This Agreement, together with any attached Exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior representations and understandings.

Amendment. This Agreement may only be amended by a written instrument signed by both parties. No oral modification is binding.

Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.