SALES REPRESENTATIVE AGREEMENT

This SALES REPRESENTATIVE AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF SALES REPRESENTATIVE] having registered office at [INSERT ADDRESS OF THE SALES REPRESENTATIVE] (hereinafter referred as the “Sales Representative” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Company and the Sales Representative shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Company wishes to engage the Sales Representative to represent, promote and solicit orders for the Company's [INSERT PRODUCTS/SERVICES] in [INSERT GEOGRAPHICAL AREA];
2. The Sales Representative possesses the skills, experience, and connections necessary to perform the duties outlined herein;
3. Both the parties wish to evidence their contract in writing;
4. The parties are duly authorized and have the capacity to enter into this contract;
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. SCOPE
   1. This Agreement sets forth the terms and conditions under which the Sales Representative shall promote, market, and solicit orders for the Company’s products and/or services within the designated geographical territory. The Sales Representative shall act as an independent contractor and shall not be deemed an employee or agent of the Company. The scope of this engagement includes generating leads, initiating customer contact, presenting product information, negotiating sale terms (within authorized parameters), and submitting orders for approval to the Company. The Company retains the exclusive right to accept or reject any orders and to determine pricing, availability, and terms of sale.
   2. The Sales Representative shall not represent or sell any competing products or services without the prior written consent of the Company. Both Parties acknowledge that this Agreement does not constitute an exclusive sales arrangement unless expressly stated otherwise in writing.
2. APPOINTMENT
   1. The Company hereby appoints the Sales Representative as an independent Sales Representative to represent, promote and solicit orders for the Company's [INSERT PRODUCTS/SERVICES] in [INSERT GEOGRAPHICAL AREA] (the “Territory”);
   2. The Sales Representative accepts the appointment and agrees to use their best efforts to fulfill the responsibilities outlined in this Agreement.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. SALES REPRESENTATIVE ’S RESPONSIBILITIES
   1. The Sales Representative shall actively represent, promote and market the Company's [INSERT PRODUCTS/SERVICES OF THE COMPANY] to potential customers within the territory agreed upon between the parties.
   2. The Sales Representative shall promptly submit orders received from customers to the Company for processing and fulfillment.
   3. The Sales Representative shall not have the authority to bind the Company to any contractual obligations or agreements without prior written consent.
   4. The Sales Representative shall keep accurate records of all sales, leads, and customer interactions and report the same to the Sales Manager of the Company.
5. COMPANY’S RESPONSIBILITY
   1. The Company shall provide the Sales Representative with up-to-date information regarding the Products/Services, including features, pricing, updates, and any promotional materials necessary for the purpose of sales and marketing.
   2. The Company shall supply the Sales Representative with all necessary sales tools, product literature, documentation, and technical support required to effectively represent the Company in the Territory.
   3. The Company shall process all orders received from the Sales Representative in a timely manner and shall handle product fulfillment, invoicing, delivery, and customer support in accordance with its standard business practices.
   4. The Company shall pay commissions to the Sales Representative in accordance with the terms outlined in the "COMPENSATION" clause of this Agreement and provide detailed commission statements.
   5. The Company shall notify the Sales Representative of any changes in pricing, product availability, sales policies, or other terms that could affect the sales activities of the Sales Representative.
   6. The Company shall comply with all applicable laws and regulations relevant to its business and product distribution within the Territory.
   7. The Company shall provide reasonable training to the Sales Representative, if required, to ensure effective understanding of the Company’s products and sales processes.
6. COMPENSATION
   1. The Sales Representative shall receive compensation of [INSERT COMPENSATION TERMS].
   2. The Company shall pay the Sales Representative a commission for each successful sale that directly results from the Sales Representative's efforts. The commission rate shall be [INSERT COMMISSION RATE] of the total gross sales value.
7. REPRESENTATION AND WARRANTY
   1. Each Party represents and warrants that it has full legal authority to enter into this Agreement and to perform its respective obligations hereunder. This Agreement, when executed and delivered, will constitute a legal, valid, and binding obligation enforceable against each Party in accordance with its terms. The execution, delivery, and performance of this Agreement by either Party does not and will not conflict with or violate any agreement, contract, or legal obligation to which it is bound.
   2. The Sales Representative specifically represents and warrants that they possess the necessary qualifications, skills, licenses (if applicable), and experience to effectively represent and promote the Company’s products or services within the designated territory. The Sales Representative further warrants that they shall not knowingly make any false, misleading, or unauthorized representations regarding the Company, its products or services, or the terms of sale, and shall refrain from any deceptive or unethical marketing practices.
   3. The Sales Representative also warrants that there are no existing agreements, obligations, or legal restrictions that would prevent or limit their ability to perform their duties under this Agreement. They confirm that entering into and fulfilling this Agreement will not result in a breach of any other contract or legal duty they are subject to.
   4. The Company represents and warrants that it has full legal ownership and the right to market and distribute the products or services to be promoted under this Agreement. The Company further warrants that the products or services offered are compliant with applicable laws, standards, and regulations in the designated territory and that it will provide the Sales Representative with timely and accurate information, materials, and support necessary to fulfill their role effectively.
   5. Each Party agrees to promptly inform the other in writing should any of the above representations and warranties become inaccurate or breached during the term of this Agreement.
8. RECORDS AND REPORTING
   1. The Company shall maintain accurate records of sales made by the Sales Representative for the purpose of commission calculation.
   2. The Company shall provide the Sales Representative with a detailed commission statement for each commission payment period, outlining the sales made and the corresponding commission earned.
9. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
12. LIABILITY
    1. To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, business interruption, or loss of data, arising out of or in connection with this Agreement, even if such Party has been advised of the possibility of such damages.
    2. The Company’s total liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount of commissions paid or payable to the Sales Representative under this Agreement in the twelve (12) months preceding the event giving rise to the liability.
    3. Each Party agrees that the limitations of liability set forth herein represent a reasonable allocation of risk and are an essential part of this Agreement.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the sales representative and Company
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NON-COMPETITION
    1. During the term of this Agreement and for a period of [NUMBER OF MONTHS FOR NON COMPETITION] months following its termination, the Sales Representative shall not engage in any business or activity that competes with the Company's Products/Services within the Territory.
17. NON- DISPAREGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
18. NON- SOLICITATION
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
    2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
    3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
    4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
19. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS OF COMPANY]
       2. If to the Sales Representative: [INSERT THE EMAIL ID OR/AND ADDRESS OF SALES REPRESENTATIVES]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
20. INDEPENDENT CONTRACTOR
    1. The Sales Representative acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint venturer of the Company. The Company shall not withhold any taxes or any amount or payment due to the Sales Representative and which it owes to the Sales Representative in regard to the services rendered by it to the Company.
21. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF THE COMPANY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF COMPANY]

Signed, sealed and delivered on behalf of Sales Representative

Name: [INSERT NAME OF SALES REPRESENTATIVE/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF SALES REPRESENTATIVE]