This sales agency agreement, hereafter known as the “Agency Contract” or “Agency Agreement” defines the expectations, duties, responsibilities, payment terms, and conditions between [Agency.Company] (hereafter, “Sales Agent”, located at [Agency.Address] and [Client.Company] (hereafter, “Company”) located at [Company.Address] .
Under the terms of this agreement, pursuant to the English law, both the Sales Agent and the Company agree to establish and enter into an ongoing agency relationship. The Company shall view the Sales Agent as an independent contractor regardless of the number of commercial agents or entities under the Sales Agent’s employ and knowingly grants exclusive rights, insight, and knowledge to the Sales Agent and its representatives that they may better provide the end customer with a useable product.
WHEREAS the Sales Agent offers sales and marketing agency services to the Company; and
WHEREAS the Company wishes to retain the Sales Agent as an exclusive agent for its sale of goods within the territories established below,
NOW, THEREFORE, in consideration of the mutual interest of both parties within this agency relationship to conduct business in good faith, it is agreed as follows:
Subject to the provisions of this agreement, the Company hereby agrees to appoint the Sales Agent and its representatives as the Sales Agent for products, goods, and services as defined in Section 4 of this Agency Agreement.
The Company agrees to and understands that the Sales Agent undertakes these duties with the intent to earn compensation through commission payments and the Sales Agent agrees to employ promotion tactics and methodologies utilized by the Company in order to provide a good faith representation and offering of the Company’s product.
As such, the Company hereby grants exclusive responsibility for the following territories to the Sales Agent:
| Territory | Locations |
|---|---|
| Territory | Locations |
| Territory | Locations |
| Territory | Locations |
| Territory | Locations |
In addition to other existing duties and obligations with coincide with the Sales Agent’s business operation, as well as other duties set forth in this agreement, the Sales Agent agrees to the following:
THE SALES AGENT WILL ACTIVELY:
2a. Promote the sale of goods, services, and Company products throughout the territory.
2b. Attempt within reason to meet any and all sales goals and objectives through the sale of goods to end customers until the expiry and final notice of termination of the Agency Agreement.
2c. Bear all costs and liabilities related to the conduct of business, including the cost and expense of operating and maintaining a location of business, as well as the disbursement of payment to any employee, contractor, or commercial agent in its employ.
2d. Refrain from upselling non-approved, non-company products such as warranties or repair services in conjunction with the product.
2e. Regularly promote products within regulatory guidelines.
2f. Take reasonable steps to protect all confidential information, including legal documents and intellectual property, throughout the duration of the Agency Agreement and for a period of three subsequent years following the termination of the agreement.
The Company understands that, in order to successfully promote the sale of products, it must take steps to support the Sales Agent in its endeavours. In order to promote healthy product growth, the company agrees to the following:
THE COMPANY WILL ACTIVELY:
3a. Assist the Sales Agent by providing reasonable quantities of product and related promotional materials including displays, flyers, catalogues, literature, etc.
3b. Provide Agent with new product information within a reasonable time, such that the Agent may gain a competitive market advantage as the direct and exclusive agent of the Company prior to the sale of products and services through non-exclusive third-party vendors and retailers.
3c. Provide Agent with reasonable technical assistance through sales seminars, meetings, training programs, etc., as well as guidance Company-imposed politics that the Sales Agent must adapt, such as data protection processes or sales methodologies.
3d. Set reliable, quantifiable, and reasonable sales targets for the Sales Agent which, established in good faith, will allow the Sales Agent to thrive as an exclusive agent for the Company.
Both parties involved in the agency relationship agree that the products listed below will be sold by the Sales Agent on behalf of the Company within the territory and/or regions defined in Section 1:
| Product/Service | Description |
|---|---|
| Product/Service | Description |
| Product/Service | Description |
| Product/Service | Description |
| Product/Service | Description |
4a. At the discretion and agreement of the Sales Agent, the Company may add new products to this list.
Throughout the term of this Agency Agreement and following its termination or expiry, the Company understands that the Sales Agent may have access to and retain confidential information in its records, including sales data and metrics and customer information.
The Sales Agent agrees to protect this data throughout the contract and subsequent years and will refrain from using this data to earn or acquire new business. However, it may still retain this data for bookkeeping purposes and financial compliance until such a time that those obligations have passed.
As such, both parties committed to this agency relationship understand and agree to the following:
5a. Included Intellectual Property. The Sales Agent, by the nature of conducting business as a marketing agent and sales entity of the Company, will gain exclusive insight into Company business practices. While the Sales Agent may not use this information to conduct any business outside the scope of this Agency Agreement, those processes will, where possible, remain open to the Sales Agent.
5b. Exclusions. The Sales Agent understands that any intellectual property which is owned by the Company, including trademarks, trade secrets, and process guidelines that are not relevant to the sales of products, goods, or services listed in Section 4 will be withheld at the discretion of the Company.
Both the Sales Agent and the Company agree to the following commission rates and commission payments for the sales of goods, services, and products listed in Section 4:
| Product/Service | Rate (First Year) | Rate (Second Year) |
|---|---|---|
| Product/Service | Rate | Rate |
| Product/Service | Rate | Rate |
| Product/Service | Rate | Rate |
| Product/Service | Rate | Rate |
6a. Any new products introduced by the Company and approved by the Sales Agent can be sold at preapproved commission rates or at renegotiated rates at the Company’s discretion, including specialized rates for first year and second year sales.
6b. The Sales Agent is responsible for maintaining accurate books and reporting accurate sales data to the Company and is also responsible for distributing commission payments appropriately to employees, contractors, and commercial agents in its employ. The Company shall not be responsible for distributing individualized payment on behalf of the Sales Agent.
6c. In the event of an overpayment or a scenario in which sales to the end customer resulted in an account which is entitled to a credit — for returns or otherwise — and sufficient commission is not available to deduct the credit within that period, the Company may provide an invoice and a written explanation regarding why it is entitled to reimbursement by the Sales Agent for any or all of the previously paid commission.
This agreement shall commence upon [ContractSigning.Date] and will continue until either party bound by the Agency Agreement chooses to terminate the relationship:
7a. Termination of the agreement may be initiated by either party at any time by issuing a written notice thirty (30) days in advance of the desired termination date.
7b. Upon notice of termination, the Company and the Sales Agent will coordinate the return of all market products and documentation to the Company (unless waived by the Company).
7c. The initiating party will pay for the return of all products to the Company.
7d. The Sales Agent will continue the sale of goods and products to the end customer until the date of termination or until a reasonable date where attempting to sell would set deal closures past the date of such termination.
This Agency Agreement and the interpretation of its terms shall hereto be covered by and construed within English law, effective to the exclusive jurisdiction of the Sales Agent’s place of business at [Agency.Address] .
IN WITNESS WHEREOF, by the execution of both parties below, this Agreement is declared valid and will form a part of the Agency Contract in conjunction with any other relevant documents and agreements presented on behalf of either party.