Expand your sales team: Sales Representative Contract

Sales Representative Contract

This Sales Representative Contract ("Contract") is made effective as of , by and between , of , ,  , and , of , ,  .

In this Contract, the party who is contracting to receive services shall be referred to as "", and the party who will be providing the services shall be referred to as "".

has a background in and is willing to provide services to based on this background.

desires to have services provided by to market and sell in (the "Territory").

hereby appoints as 's sales representative within the Territory as described above, to solicit orders for the 's Products upon the terms and subject to the conditions set forth herein.

Therefore, the parties agree as follows:

DESCRIPTION OF SERVICES. Beginning on , will provide the following services (collectively, the "Services"):

PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by shall be determined by . will rely on to work as many hours as may be reasonably necessary to fulfill 's obligations under this Contract.

COMMISSION PAYMENTS. In addition to the payments under the preceding paragraph, will make commission payments to based on of . For the purposes of this Contract, means .

EXPENSE REIMBURSEMENT.  shall pay all "out-of-pocket" expenses, and shall not be entitled to reimbursement from .be entitled to reimbursement from for all "out-of-pocket" expenses.be entitled to reimbursement from for the following "out-of-pocket" expenses:

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SUPPORT SERVICES.  will provide the following support services for the benefit of :will not provide support services, including office space and secretarial services, for the benefit of .

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NEW PROJECT APPROVAL.   and recognize that 's Services will include working on various projects for . shall obtain the approval of prior to the commencement of a new project.

TERM/TERMINATION. This Contract shall terminate automatically upon completion by of the Services required by this Contract.shall terminate automatically on .may be terminated by either party upon days written notice to the other party.shall be effective for a period of and shall automatically renew for successive terms of the same duration, unless either party provides days written notice to the other party prior to the termination of the applicable initial term or renewal term.

RELATIONSHIP OF PARTIES. It is understood by the parties that is an independent contractor with respect to , and not an employee of . will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of .

DISCLOSURE. is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of . Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to:

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ARBITRATION. Any controversy or claim arising out of or relating to this Contract, or any breach thereof, including, without limitation, any claim that this Contract, or any part thereof, is invalid, illegal or otherwise voidable or void, shall be submitted exclusively to final and binding arbitration before, and in accordance with, the Commercial Rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof; provided, however, that this clause shall not be construed to limit any rights which may have to apply to any court of competent jurisdiction for injunctive or other provisional relief. The arbitrator agrees to determine the arbitrability of any dispute. This arbitration provision shall be deemed self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. Such arbitration shall be conducted by the American Arbitration Association, at its offices and shall be governed by the rules of the American Arbitration Association then in force and effect. The parties agree that the arbitrator shall not have the power to award punitive damages against any party.

EMPLOYEES. 's employees, if any, who perform services for under this Contract shall also be bound by the provisions of this Contract. At the request of , shall provide adequate evidence that such persons are 's employees.

INDEMNIFICATION.  agrees to indemnify and hold harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against that result from the acts or omissions of , 's employees, if any, and 's agents.

ASSIGNMENT. 's obligations under this Contract may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of .

CONFIDENTIALITY.  recognizes that has and will have the following information:

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and other proprietary information (collectively, "Information") which are valuable, special and unique assets of and need to be protected from improper disclosure. In consideration for the disclosure of the Information, agrees that will not at any time or in any manner, either directly or indirectly, use any Information for 's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of . will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Contract.

RETURN OF RECORDS. Upon termination of this Contract, shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in 's possession or under 's control and that are 's property or relate to 's business.

NOTICES. All notices required or permitted under this Contract shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

IF for :

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IF for :

,  

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

ENTIRE CONTRACT. This Contract contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Contract may be modified or amended if the amendment is made in writing and is signed by both parties.

SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

APPLICABLE LAW. This Contract shall be governed by the laws of the State of Commonwealth of .

SIGNATURES. This Contract shall be signed on behalf of by , and on behalf of by , and effective as of the date first above written.

Final Checklist for Sales Representative Contract

Company:

Sales Representative:

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