Miguel Ángel Gallardo Ortiz , Official Commercial Agent, E-mail: miguel@cita.es
www.cita.es Apartado Postal 17083 - 28080 Madrid España (Spain)
Tel.: +34 914743809, Cellular GSM: +34 619776475 (avalaible at any time)

COMMISSION AGREEMENTS FOR http://www.cita.es/agency

IMPORTANT NOTE:
This is a general agreement form recopilation with 4 different contract models that must be customized for your particular business situation. You should consult with your attorney before signing a binding contract.


Contract model 1 (comission agreement)

COMMISSION AGREEMENT

This Commission Agreement ("Agreement") is between ________________________________________ ("Company") and ________________________________________("Agent").

In consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1.  AGENCY:  The Company appoints the Agent as its _____ exclusive agent or _____ non-exclusive agent for the following purposes:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________

2.  INDEPENDENT CONTRACTOR:  This Agreement shall not render the Agent an employee, partner, or joint venturer with the Company for any purpose. The Agent is and will remain an independent contractor in his or her relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Agent's compensation hereunder. The Agent shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

3.  DUTIES:  The following duties shall be required of Agent:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________

Agent shall lack authority to bind Company to any agreement or contract until Agent obtains written consent from ________________________________________ [Name of Individual] of the Company.

4.  INSURANCE:  The Agent will carry liability insurance (including malpractice insurance, if warranted) relative to any service that he or she performs for the Company.

5.  COMMISSION:  For the Agent's services, the Company shall pay the Agent the following commission percentage: ________ % of the Agent's total sales.
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[Provide additional details if necessary.]

6.  EXPENSES:  _____ Not applicable or _____ As part of the compensation to the Agent, the Agent shall also be reimbursed for the following expenses:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[Describe all expenses for which the Agent may be reimbursed.]

The Company shall not be obligated to reimburse the Agent for any additional expenses incurred in the performance of services pursuant to this Agreement unless agreed in writing by the Company in advance.

7.  TERM:  Unless renewed, this Agreement expires at midnight on ________________________ [date].

8.  RENEWAL:  _____ Not applicable or _____ This Agreement shall automatically renew for increments of _____ days or _____ one month or _____ one year, unless either party gives ________ days written notice to the other party of his or her intent not to renew.  Notice shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:

If to the Company to:


_________________________________________________________
[Typed or Printed Name of Company Representative]

_________________________________________________________
[Company Representative's Address]


If to the Agent to:


_________________________________________________________
[Typed or Printed Name of Agent]

_________________________________________________________
[Agent's Address]

The parties shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

9.  EXCLUSIONS:  _____ Not applicable or _____ Excluded from this Agreement are all existing written agreements in place at the time of the execution of this Agreement with other agents.

10.  MODIFICATION:  This Agreement may not be modified except by amendment reduced to writing and signed by both Company and Agent. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.

11.  ENTIRE AGREEMENT:  This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior discussions between the parties.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in the Agent's duties or commission will not affect the validity or scope of this Agreement.

12.  GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION:  THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF ALABAMA WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. AGENT HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF ALABAMA FOR ANY LAWSUIT FILED THERE AGAINST THE AGENT BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT.

13.  SEVERABILITY:  If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

14.  HEADINGS:  Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

15.  ATTORNEY FEES:  In the event that this Agreement becomes subject to litigation between the parties hereto, the parties agree that the prevailing party shall be entitled to an award of attorney's fees, costs, and the prevailing statutory interest from the other party.

16.  ADDITIONAL ACKNOWLEDGMENTS:  Both parties acknowledge and agree that: (a) the parties are executing this Agreement voluntarily and without any duress or undue influence; (b) the parties have carefully read this Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and (c) the parties have sought the advice of an attorney of their respective choice if so desired prior to signing this Agreement.

17.  FURTHER DOCUMENT:  If any other provisions or agreements are necessary to enforce the intent of this document, both parties agree to execute such provisions or agreements upon request.


This Agreement, consisting of ___________ pages, including this page, is entered into this the ____ day of ______________, 20____.

Company:



_________________________________________________________
[Signature of Company Representative]

_________________________________________________________
[Typed or Printed Name of Company Representative]


Agent:



_________________________________________________________
[Signature of Agent]

_________________________________________________________
[Typed or Printed Name of Agent]


ACKNOWLEDGMENT

STATE OF ALABAMA
COUNTY OF ________________

PERSONALLY came and appeared before me, the undersigned authority, on this day appeared ________________________________________ [Name of Company Representative] and ________________________________________ [Name of Agent], known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the instrument for the purposes and consideration expressed in the instrument.

GIVEN under my hand and seal of office on this the _____ day of _________________, 20__.



____________________________________
NOTARY PUBLIC

My Commission Expires:

______________________



Contract model 2 (sales representation)

Sample Independent Sales Representative Agreement

This Agreement is made in [specify State] as of [specify], between [Name of Company], a [specify State] corporation, having its principal place of business at [specify address] (hereinafter called "the Company") and [Sales Representative's Full Legal Name and D/B/A (if different from Legal Name)] having its principal place of business at [specify address] (hereinafter called "Representative").

A. The Company markets various [specify] products in the United States.

B. The Company desires to obtain the services of Representative, and Representative desires to provide services to the Company in accordance with the terms, conditions and covenants set forth in this Agreement. Accordingly, in consideration of the mutual covenants and undertakings set forth herein, the parties hereby agree as follows:

1. Appointment and Acceptance.

A. The Company hereby appoints Representative as one of the Company's independent sales representatives to solicit orders for those [specify] products marketed from time to time by the Company.  Representative's appointment shall not be applicable to any other products marketed by the Company.

B. Representative shall solicit orders for Company Products in the geographic territory designated on Exhibit "A" (hereinafter called "the Territory"). Representative shall not solicit orders for Company Products in any other geographic territory. The Company shall have the right, from time to time, at its sole discretion, to change the scope of the Territory. In any such instance, the Company shall issue a new Exhibit "A" to Representative reflecting such change, which shall, as of the effective date stated thereon, supersede the prior Exhibit "A". Representative acknowledges and agrees that it neither has, nor will acquire, any vested or proprietary right or interest with respect to the Territory, any Company customers in the Territory, or any Company customer lists. Representative further acknowledges and agrees that any goodwill accruing in the Territory during the term of this Agreement with respect to the Company or Company Products shall be considered the property of the Company rather than Representative.

C. Notwithstanding anything contained herein, unless specifically authorized by the Company in writing, Representative shall not solicit orders for the Products from any O.E.M. or private label accounts, it being understood and acknowledged by Representative that the Company may solicit orders from such accounts directly (in which case they shall be considered "Reserved Factory Accounts") or may authorize other specially appointed Company sales representatives to solicit orders from such accounts. Further, the Company shall have the right, from time to time, at its sole discretion, to designate other account categories and/or specific accounts within the Territory as accounts which shall be serviced by the Company directly as Reserved Factory Accounts, or by other Company sales representatives, regardless of whether Representative previously has serviced such account categories or accounts on the Company's behalf.

D. Representative hereby accepts its appointment hereunder.

2. Responsibilities of Representative. Representative shall satisfy the following responsibilities at all times during the term of this Agreement:

A. Representative and its staff shall conduct themselves in a manner consistent with the high image, reputation and credibility of the Company and Company Products, and shall engage in no activities which reflect adversely on the Company or the Products.

B. Representative shall use its best efforts to solicit orders for the Products, shall promote the sale of the Products in a diligent and aggressive manner, and shall forward all orders to the Company promptly.

C. Representative shall maintain an office in the Territory which shall be open and staffed adequately during normal business hours. Representative shall employ and maintain adequately trained and competent personnel in numbers sufficient to carry out and perform properly and fully all of Representative's responsibilities under this Agreement.

D. In the event that Representative becomes aware of any actual or potential claim against the Company by any person or entity, Representative shall notify the Company immediately.

E. Representative shall use its best efforts to achieve sales quotas assigned periodically by the Company to Representative. The Company shall have the right to adjust or revise any assigned sales quotas, from time to time, at its sole discretion, by written notice to Representative. Representative understands that sales volume is only one factor which will be considered by the Company in evaluating Representative's performance, and that the achievement of any sales quota(s) shall not preclude the Company from exercising its non-extension or termination rights pursuant to paragraph 14 of this Agreement.

F. Representative shall furnish the Company, on a timely basis, with sales call reports, sales forecasts, and such other information pertinent to Representative's performance hereunder, as the Company may request.

G. Representative shall attend any and all meetings and trade shows required by the Company.

H. Representative shall comply with all applicable federal, state and local laws and regulations in performing its responsibilities hereunder.

I. Representative shall assist the Company in obtaining relevant financial information concerning Company accounts and potential accounts within the Territory.

J. Representative shall keep the Company informed as to competitive and economic conditions within the Territory which may affect the marketing or sales of the Company Products therein.

K. To the extent not otherwise required herein, Representative shall provide complete cooperation to the Company in order to assist the Company in maximizing the Company's success within the Territory.

3. Relationship of the Parties.  Representative acknowledges that it has its own independently established business which is separate and apart from the Company's business. Representative at all times shall be considered an independent contractor with respect to its relationship with the Company. Nothing contained in this Agreement shall be deemed to create the relationships of employer and employee, master and servant, franchisor and franchisee, partnership or joint venture between the parties.

4. Scope and Limitations of Representative's Authority.

A. Representative has authority to solicit orders only and has no authority to accept orders. All orders solicited by Representative shall be subject to acceptance or rejection by the Company, in whole or in part, at the Company's sole discretion.

B. The Company shall have the sole right to determine the accounts to whom the Products shall be sold, and Representative shall have no right or authority to obligate the Company to sell the Products to any account.

C. Prices, credit terms, sales programs and other terms and conditions of sale governing transactions between the Company and its customers shall be those adopted by the Company from time to time, at its sole discretion. Representative shall have no authority to modify any such prices, credit terms, sales programs or other terms or conditions of sale, to authorize any customer to return the Products to the Company for credit, or to obligate or bind the Company in any other manner.

D. Representative at no time shall engage in any unfair trade practices with respect to the Company or the Products, and shall make no false or misleading representations with respect to the Company or the Products. Representative shall refrain from communicating any information with respect to guarantees or warranties regarding the Products, except such as are expressly authorized by the Company or are set forth in the Company's literature or other promotional materials.

E. Except as authorized by the Company, Representative shall have no authority to make collections from customers, but shall assist the Company in collections upon the Company's request, and shall remit any collected funds to the Company immediately.

F. Representative shall not use the Company's tradenames or trademarks or any names closely resembling same as part of Representative's corporate or business name, or in any manner which the Company in its sole discretion, may consider misleading or otherwise objectionable.

G. Representative shall not attempt to fix the prices at which any account or prospective account of the Company may resell the Company Products, it being acknowledged and understood that the Company accounts are free to determine resale prices at their sole discretion.

5. Commissions.

A. The sole and exclusive compensation to be paid by the Company to Representative in consideration for all services rendered by Representative as an independent sales representative for the Company shall be commissions on sales of the Products in accordance with the commission schedule set forth on Exhibit "B" ("the Commission Schedule"), which is attached hereto and shall be considered an integral part of this Agreement. The Company shall have the right, from time to time, at its sole discretion, to modify the Commission Schedule, in whole or in part. In any such instance, the Company shall issue a new Exhibit "B" to Representative reflecting such change(s), which shall, as of the effective date stated thereon, supersede the prior Exhibit "B". Anything contained herein or on Exhibit "B" notwithstanding, the Commission Schedule shall not govern close-out sales, sales made at less than regular prices or sales involving terms different from the Company's standard terms of sale. The Company shall have the right to determine the commissions on such sales at its sole discretion, on a case by case basis, without the requirement of advance notice to Representative.

B. Commissions shall be computed on the net invoice price of the Products. The "net invoice price" shall be computed by deducting from the gross sales price, all taxes, freight, insurance charges, credits (arising from returns or other adjustments), discounts, rebates or allowances of any kind, except prompt payment discounts.

C. Subject to the final settlement procedures set forth in paragraph 6 and to the debit provisions of subparagraph E hereof, commissions shall become earned and due to Representative in accordance with the following provisions:

i) Except as otherwise provided in this Agreement, commissions on commissionable orders shall be considered earned and due to Representative on the [specify time] following the [specify time] in which the order is shipped and invoiced to the Company's customer. For example, commissions on commissionable orders shipped in [specify] shall be considered earned and due to Representative on [specify].

ii) Commissions on any shipment(s) made subsequent to any expiration or termination of this Agreement shall be considered earned and due to Representative only if the shipment relates to an order received and accepted by the Company prior to the expiration or termination date, is made within Thirty (30) days of such expiration or termination date, and otherwise becomes earned and due pursuant to the provisions of Paragraph 6 hereof.

iii) No commissions shall be considered earned and due to Representative under any circumstances with respect to:

a) Sales to any Reserved Factory Accounts or to any other accounts from which Representative is not authorized by the Company to solicit orders; or

b) Sales of parts or promotional items, sales of any products not covered by this Agreement, accommodation sales, sales made to Representative or to any of its employees, or sales to any other entity in which Representative or any principal(s) of Representative has any ownership or other financial interest; or

c) Any unfilled orders; or

d) Any shipments made more than Thirty (30) days after any expiration or termination of this Agreement, regardless of whether the order(s) in question has been submitted to the Company prior to the expiration or termination date; or

e) Any orders submitted to the Company after any expiration or termination of this Agreement; or

f) Any orders or portions thereof as to which the Company is obligated to pay the commissions to any other Company sales representative.

D. In those cases in which the Company ships an order to an account's outlets in more than one territory, or to an account's central redistribution to more than one territory, the Company, at its sole discretion, may apportion such commissions to more than one representative, in proportions deemed by the Company, in its sole judgment, to be equitable.  All such determinations in any particular instance shall not be binding on the Company in subsequent instances.

E. The monthly commissions otherwise payable to Representative shall be offset by any debits issued against Representative's commission account.  Debits shall be issued in accordance with the following provisions of Paragraph 6 hereof:

i) If any credits, discounts, rebates or allowances (except prompt payment discounts) are granted to an account after merchandise has been shipped and invoiced, a debit will be issued for the commissions allocable thereto.

ii) A debit will be issued for the commissions allocable to any amounts which are more than Ninety (90) days past due, and/or are written off by the Company as bad debts.  Any subsequent collection of all or any portion of such amounts shall not serve to reduce, offset, or reverse the debit.  In situations in which the Company engages an attorney or collection agency, the provisions of subparagraph iii) will be controlling.

iii) If the Company incurs any legal expense or pays any collection agency for the collection or attempted collection of any unpaid amounts from accounts serviced by Representative, a debit will be issued for the commissions allocable to the entire amount sought to be collected, and the collection of all or any portion of the indebtedness shall not serve to reduce, offset, or reverse the debit.

iv) If Representative (or any other business entity in which Representative or any of its principals has any ownership or other financial interest) becomes indebted to the Company, regardless of the basis or nature of the indebtedness, the Company shall have the right to issue a debit against Representative's commission account for the full amount of such indebtedness or any portion thereof.

v) Debits shall be issued during the term of this Agreement and thereafter, until the completion of the final reconciliation, as provided in Paragraph 6 hereof. All debits issued in any particular calendar month shall serve to reduce the commissions payable to Representative in succeeding calendar months until said debits have been offset in their entirety against commissions. If the debits issued against Representative's commission account at any time exceed the commissions then due Representative, the Company may require, in lieu of offsetting said debits against future commissions, that Representative pay said excess amount to the Company. In such event, payment shall be made by Representative to the Company within Thirty (30) days after receipt of the Company's written demand therefor.

D. The Company shall furnish Representative periodically with statements reflecting the status of Representative's commission account. If Representative has objections with respect to any such statement, whether regarding its accuracy, completeness or any other matter, Representative shall make such objection(s) known to the Company in writing within thirty (30) days after the date of the statement. ANY AND ALL OBJECTIONS AS TO WHICH WRITTEN NOTICE IS NOT RECEIVED BY THE COMPANY WITHIN THE THIRTY (30) DAY PERIOD SHALL BE DEEMED WAIVED AND ABANDONED.

6. Final Settlement Procedures.  Notwithstanding anything contained in Paragraph 5, any commissions otherwise becoming earned and due to Representative as of the expiration or termination date of this Agreement, or thereafter, may be withheld by the Company and shall become due, if at all, only after a final reconciliation is performed by the Company One Hundred Fifty (150) days subsequent to the expiration or termination date ("the Reconciliation Date"). In lieu of withholding the entire amount of such commissions, the Company may, at its option, withhold only that portion as the Company deems necessary for its financial protection. The Company shall debit Representative's commission account on the Reconciliation Date for the commissions allocable to any outstanding invoices applicable to customers serviced by Representative, which the Company believes are uncollectible or in jeopardy of non-payment. If the debits allocable to such invoices, together with any other debits not previously offset against commissions do not exceed the amount of any remaining commissions otherwise payable to Representative, the difference between the remaining commissions and the outstanding debits then shall be considered earned and due, and thereupon shall be paid by the Company to Representative. If all outstanding debits exceed the remaining commissions, no additional commissions shall be considered earned and due, and Representative shall be required to pay the Company the difference between such outstanding debits and the remaining commissions, upon receipt of the Company's statement therefor. After the Reconciliation Date, no additional commissions shall become earned and due to Representative, and the Company shall not be entitled to issue any additional debits against Representative's commission account.

7. Competitive Products.

A. Unless authorized by the Company in writing, neither Representative nor any other entity in which Representative or any of its principals has any ownership or other financial interest, shall act, at any time during the term of this Agreement, as a sales representative for any products or product lines which are in any way similar in design, function or intended use to Company Products, or which otherwise are competitive, in the Company's sole judgment, with the Company Products.

B. In order to ensure Representative's compliance with subparagraph A. hereof, Representative shall identify, from time to time, when requested by the Company, all products or product lines other than the Company Products, for which Representative (or any other business entity in which Representative or any of its principals has any ownership or other financial interest) is acting as a sales representative. Representative, in any event, shall notify the Company in writing, whenever Representative or any such other business entity is contemplating the commencement of representation for any additional products or product line(s).

8. Product Changes.  The Company shall have the right, at its sole discretion, to modify or discontinue selling any or all of the Products at any time, without incurring any liability to Representative.

9. Purchases for Resale.  In the event that the Company and Representative agree that Representative shall purchase quantities of the Company's Products for resale, any such purchases shall be at such prices and upon such other terms and conditions of sale as are determined by the Company from time to time, at its sole discretion. The Company shall have the right to cease selling the Company Products to Representative at any time.

10. Submission of Ideas to the Company.  In consideration for the Company's execution of this agreement, Representative agrees that any and all business ideas, materials, procedures, policies and plans (hereinafter called collectively "the ideas") as may be submitted by Representative to the Company during the term of this Agreement and which pertain directly or indirectly to the business of the Company, shall belong to and be deemed to be the property of the Company. Unless otherwise agreed expressly in writing by an officer of the Company, the Company shall not be required to compensate Representative in any manner for the ideas, regardless of whether the Company utilizes or does not utilize the ideas, in whole or in part. Representative agrees to execute any additional documents as may be necessary to effectuate these provisions.

11. Proprietary Information.  All financial, engineering, sales, marketing or other information disclosed by the Company to Representative as a consequence of Representative's relationship with the Company shall be treated by Representative as the Company's trade secrets and shall not be disclosed by Representative to any other person, firm or entity, during the term of this Agreement or thereafter, without the prior written consent of the Company, except to the extent that such information is in the public domain at the time of its disclosure to Representative or thereafter becomes in the public domain through no fault of Representative.

12. Representative's Business Expenses. Representative shall bear the entire responsibility for any and all expenses incurred in connection with its business (including, but not limited to leaseholding expenses, salaries, telephone and traveling expenses), and the Company shall not be obligated to pay any such expenses or to reimburse Representative therefore.

The Company shall have no responsibility for the payment of withholding, Social Security or unemployment taxes, or any similar taxes or other payments, with respect to commissions earned by Representative hereunder. If, notwithstanding the provisions of this paragraph, any such taxes or payments ever are assessed against the Company, Representative shall reimburse the Company promptly for all sums paid by the Company, including any interest or penalties.

13. Duration of Agreement/Termination.

A. This Agreement shall remain in effect until midnight of the last day of [specify] immediately following the date shown at the beginning of this Agreement, unless terminated sooner as provided in subparagraph B., or unless extended for an additional period. Any such extension shall be operative only if effectuated by a written instrument executed by both parties. NEITHER PARTY SHALL BE OBLIGATED TO EXTEND THE DURATION OF THIS AGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM. Although either party may elect to provide the other with advance notice of any intention not to extend this Agreement upon its expiration, such notice shall not be required, it being understood that the notice provisions of subparagraph B apply solely to termination prior to expiration.

B. Either Representative or the Company may terminate this Agreement, at will, at any time during the initial term or any succeeding term, and such termination may be either with or without cause. If the termination is without cause, Thirty (30) days advance written notice must be provided by the terminating party to the other party. EACH PARTY ACKNOWLEDGES THAT SUCH THIRTY (30) DAY PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause, no advance notice shall be required, but may be provided at the option of the terminating party. "Cause" for purposes of this paragraph shall include, but not necessarily be limited to, the following:

i) In the case of termination by Representative, cause shall exist if the Company materially breaches any provision of this Agreement.

ii) In the case of termination by the Company, cause shall exist: 

a) If Representative fails to achieve any sales quota(s) assigned by the Company, fails to satisfy any of its other responsibilities provided in Paragraph 2 hereof, breaches Paragraph 7 of this Agreement, or breaches any other provision of this Agreement; or

b) If Representative is unable, by reason of illness or disability of any of its employees, to perform any of its responsibilities hereunder; or

c) If Representative sells its business or merges its business with another company, or if there is any other change in the management or control of Representative's business.

iii) Cause shall exist for termination by either party if the other party assigns or attempts to assign this Agreement, except as permitted hereunder, liquidates or terminates its business, is adjudicated a bankrupt, makes an assignment for the benefit of creditors, invokes the provisions of any law for the relief of debtors, or files or has filed against it any similar proceeding.

C. Upon any expiration or termination of this Agreement, Representative shall cease holding itself out in any fashion as a sales representative for the Company, and shall return to the Company, all sales literature, price lists, customer lists and any other documents, materials or tangible items pertaining to the Company's business, with the exception of any Company Product, which may have been purchased by Representative.

D. THIS AGREEMENT IS EXECUTED BY BOTH THE COMPANY AND REPRESENTATIVE WITH THE KNOWLEDGE THAT IT MAY BE TERMINATED OR NOT EXTENDED. NEITHER REPRESENTATIVE NOR THE COMPANY SHALL BE LIABLE TO THE OTHER FOR COMPENSATION, REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR CHARACTER, BECAUSE OF ANY EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT, AS PROVIDED HEREUNDER, OR BECAUSE OF ANY ELECTION TO REFRAIN FROM EXTENDING THE DURATION OF THIS AGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM.

14. Applicable Law, Forum Selection and Consent to Jurisdiction. This agreement shall be governed and construed in all respects in accordance with the laws of the state of [specify]. Any litigation instituted by Representative against the Company pertaining to any breach or termination of this Agreement, or pertaining in any other manner to this Agreement, must be filed by Representative before a court of competent jurisdiction in [specify state] and Representative hereby consents irrevocably to the jurisdiction of the [specify state] courts over its person. Service of process may be made upon Representative as provided by [specify state] law, or shall be considered effective if sent by Certified or Registered Mail, Return Receipt Requested, Postage Prepaid.

15. Miscellaneous.

A. Representative may not assign, transfer or sell all or any of its rights under this Agreement (or delegate all or any of its obligations hereunder), without the prior written consent of the Company. If a sale or other transfer of Representative's business is contemplated (whether by transfer of stock, assets or otherwise), Representative shall notify the Company in writing no less than Thirty (30) days prior to effecting such transfer, but such notice shall not obligate the Company in any manner. The Company may assign this Agreement only to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.

B. The waiver by either party of any of its rights or any breaches of the other party under this Agreement in a particular instance shall not be construed as a waiver of the same or different rights or breaches in subsequent instances. All remedies, rights, undertakings and obligations hereunder shall be cumulative, and none shall operate as a limitation of any other remedy, right, undertaking or obligation hereunder.

C. Representative shall maintain automobile insurance, general liability insurance, and any other insurance required by applicable laws or regulations.

D. All notices and demands of any kind which either the Company or Representative may be required or desire to serve upon the other under the terms of this Agreement shall be in writing and shall be served by personal delivery or by mail, at the addresses set forth in this Agreement or at such other addresses as may be designated hereafter by the parties in writing. If by personal delivery, service shall be deemed complete upon such delivery. If by mail, service shall be deemed complete upon mailing.

E. The paragraph headings contained herein are for reference only and shall not be considered substantive provisions of this Agreement. The use of a singular or plural form shall include the other form, and the use of a masculine, feminine or neuter gender shall include the other genders.

F. In the event that any of the provisions of this Agreement or the application of any such provisions to the parties hereto with respect to their obligations hereunder shall be held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and shall not be invalidated or impaired in any manner.

G. This agreement supersedes any and all other agreements between the parties pertaining in any manner to the subject matter hereof, and contains all of the covenants and agreements between the parties with respect to said subject matter. Each party to this Agreement acknowledges that no written or oral representations, inducements promises or agreements have been made which are not embodied herein. IT IS THE INTENTION AND DESIRE OF THE PARTIES THAT THIS AGREEMENT NOT BE SUBJECT TO IMPLIED COVENANTS OF ANY KIND. Except as otherwise provided in this Agreement, this Agreement may not be amended, modified or supplemented, except by a written instrument signed by both parties hereto.

H. This Agreement has been executed in multiple counterparts, each of which shall be deemed enforceable without production of the others.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first hereinabove written.

ACCEPTED AND CONSENTED TO:

Sales Representative's Full Legal Name] and
[D.B.A (if different from Legal Name)]		   [Name of Corporation]  
By:
          Signature		   By:
          Signature		  
Title:
          [Corporate officer]		   Title:
   




Contract model 3 (sales representative agreement)

SALES REPRESENTATIVE AGREEMENT

Agreement between ______________________________________________________ (Company) and ______________________________________________________ (Sales Representative).

Sales Representative agrees to: 

1. Represent and sell the Company's [check all that apply:]   ______ products   ______ services, specifically described as _____________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
in the geographic area of ____________________________________________. 

2. Accurately represent and state Company policies to all potential and present customers.

3. Promptly mail in all leads and orders to the Company. 

4. Inform the sales manager of all problems concerning Company customers within the sales territory. 

5. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area.

6. Maintain contact with the Company via telephone, e-mail, or other agreed upon means of communication with reasonable frequency to discuss sales activity within the territory.

7. Provide company 30-days' notice should the Representative intend to terminate this agreement. 

8. Return promptly all materials and samples provided by the Company to the Representative, if either party terminates this agreement.
 

The Company agrees to: 

1. Pay the following commissions to the Sales Representative:

(a) __________ percent of all prepaid sales, except as stated below.
(b) __________ percent of all credit sales, except as stated below.

Except by special arrangement, the following shall not be commissioned:
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________.

2. Negotiate in advance of sale the commission’s percentage to be paid on all orders that the Company allows a quantity discount or other trade concession.

3. Provide the Sales Representative with reasonable quantities of business cards, brochures, catalogs, and any product samples required for sales purposes. 

4. Set minimum monthly quotas after consultation with the Sales Representative.

5. Grant Representative 30-days' notice should the Company wish to terminate this agreement. 

6. Pay commissions to the Representative on sales from existing customers for a period of _____________ (____) months after this agreement is terminated by either party.
 

In addition, both Parties agree: 

Commissions on refunds to customers or merchandise returned by the customer in which a commission has already been paid to the Representative shall be deducted from future commissions to be paid to the Representative by the Company.

This constitutes the entire agreement.

This agreement shall be binding upon the parties and their successors and assigns.
 

Signed this _____day of _______________, 20____.
 

COMPANY:                                                                   SALES REPRESENTATIVE:  

 

___________________________________                       ___________________________________
Signature                                                                                                 Signature

___________________________________                       ___________________________________
Print Name                                                                                               Print Name



Contract model 4 (distribution)

This Agreement, is made and entered into this _____ day of ____________, _______ by and between ____________________________, a _______________ corporation with offices at _________________________________________, the United States of America, (hereinafter called "Manufacturer") and ________________________ ("Distributor"), with offices at www.cita.es in Madrid, Spain.

The parties hereto agree as follows:

 

I. ASSOCIATION

Distributor shall act as an exclusive distributor of Manufacturer's ______________________________________ as described in attached Exhibit A ("Products") throughout the countries of ________________________________________________ (the "Territory").

 

II. DUTIES

1. Distributor agrees to actively and diligently promote the sale of the Products in the Territory during the Term hereof. Manufacturer shall refer to Distributor inquiries for Products in the Territory.

2. Distributor agrees to promote in the Territory the Manufacturer's names and the Products during the Term hereof. Distributor agrees to notify Manufacturer of any leads of interest granted for any products.

 

III. ASSISTANCE BY MANUFACTURER

Manufacturer agrees to furnish Distributor with reasonable quantities of Manufacturer's catalogs, manuals, advertising literature and other sales aids that may be available by Manufacturer. Any such sales aids provided shall be in English. Manufacturer further agrees to provide Distributor with reasonable home office support and technical assistance upon terms and conditions to be agreed upon from time to time.

 

IV. INTELLECTUAL PROPERTY RIGHTS

Distributor shall not use Manufacturer's trade names and/or trademarks without the prior, express written consent of Manufacturer. Under no circumstances shall Distributor, at any time, use Manufacturer's trade names, trademarks or other proprietary information as part of Distributor's corporate or trade name. Upon termination of this Agreement, Distributor shall remove all references to Manufacturer from its letterheads, advertising literature and places of business, and shall not thereafter use any similar or deceptive name or trademark intending to give the impression that there is any relationship between the parties.

 

V. SALES FORCE

Distributor shall maintain a competent and experienced sales force sufficient to adequately serve the Territory.

 

VI. CUSTOMER SERVICING

Distributor shall maintain in the Territory sufficient inventory of the Products so as to permit filling and shipping against current customer orders normally shipped from Distributor's warehouse stock. Distributor agrees to notify Manufacturer if it opens any new offices or branches or closes or ceases to operate through one of its offices or branches.

 

VII. ORDERS/ACCEPTANCE/PRICE AND TERMS

1. All orders from Distributor are subject to approval and final acceptance by Manufacturer. Price lists to Distributor shall be as set forth in Exhibit B (as revised from time to time by Manufacturer in its sole discretion) in effect on date of shipment. For nonstandard Products which are sold to Distributor for resale, the price shall be as quoted to Distributor at time of inquiry, provided that the inquiry is within thirty (30) calendar days of order entry.

2. Payment to Manufacturer by Distributor shall be in United States currency. Upon the placing of order(s), Distributor shall cause an irrevocable confirmed letter of credit to be issued by a United States financial institution satisfactory to Manufacturer, in favor of said Manufacturer, unless another arrangement is previously approved in writing by Manufacturer.

 

VIII. WARRANTY AND FORCE MAJEURE

1. Manufacturer warrants that all Products delivered hereunder shall be of Manufacturer's standard quality. MANUFACTURER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED: THERE ARE NO IMPLIED WARRANTIES INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

2. Manufacturer shall not be liable for damages resulting from delays in shipment or inability to ship due to normal production and shipment delays or those resulting from acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, plant shutdown or equipment failure, voluntary or involuntary compliances with any law, order, rule or regulation of governmental agency or authority; or inability to obtain material (including power and fuel), equipment or transportation, or arising from any other contingency, circumstances or event beyond the control of the Manufacturer.

 

IX. LIMITATION OF LIABILITY

No claims of any kind, whether as to materials delivered or for nondelivery of materials from Manufacturer, and whether arising in tort or contract, shall be greater in amount than the purchase price of the products in respect of which such damages are claimed; and the failure to give notice of the claim to Manufacturer where the order was placed within sixty (60) calendar days from the date fixed for delivery shall constitute a waiver by Distributor of all claims in respect of such Products. In no event shall Manufacturer be liable for special, indirect or consequential damages. Any claim with respect to defective Products or breach of warranty must be promptly made and shall apply to Products properly used, stored, applied and maintained.

 

X. RELATIONSHIP BETWEEN MANUFACTURER AND DISTRIBUTOR

Distributor is not an agent, employee or legal representative of Manufacturer, but an independent contractor. Distributor does not have any authority to assume or create any obligation or responsibility on behalf of Manufacturer or bind Manufacturer in any manner whatsoever. The relationship between manufacturer and Distributor is that of vendor and vendee. Distributor further agrees to defend, indemnify and hold Manufacturer harmless from and against any and all claims of third parties that would not have arisen but for an act or omission by Distribution that is contrary to the above-acknowledged relationship or any other term hereof.

 

XI. TERM/CANCELLATION

1. This Agreement shall become effective as of the date hereof upon execution by an officer or other authorized representative of the Manufacturer in the United States and by an authorized representative of Distributor and shall remain in effect for _________ years thereafter unless previously terminated by either party for any other reason upon not less than thirty (30) calendar days prior written notice to the other party.

2. Without limitation, the following events shall constitute grounds for termination by Manufacturer:

(a) if Distributor shall file or have filed against it a petition in bankruptcy or insolvency or if Distributor shall make an assignment for benefit of its creditors of if Distributor's viability as a going concern should, in Manufacturer's judgment, become impaired;

(b) if Distributor fails to provide and maintain a proper and sufficient sales force;

(c) if Distributor degrades and places in bad repute the name and reputation of Manufacturer expressly or by virtue of its methods of handling and/or promoting the Products;

(d) if Distributor fails to meet any other of its obligations hereunder; or

(e) if Distributor fails to meet minimum purchase goals, as defined in Exhibit C.

3. Except as may be otherwise determined pursuant to the laws of the jurisdiction where Distributor has its principle office, Manufacturer shall have no liability to Distributor by any reason of any termination or cancellation of this Agreement by Manufacturer, including without limitation, liability for direct or indirect damages on account of loss of income arising from anticipated sales, compensation, or for expenditures, investments, leases or other commitments or for loss of goodwill or business opportunity or otherwise.

4. Upon termination by either Manufacturer of Distributor, Manufacturer shall have the option of buying back from Distributor any new unsold Products purchased from Manufacturer, at the prices charged to Distributor, less Manufacturer's then applicable restocking charge, if any, and less any additional expenses incurred by Manufacturer arising out of termination by Distributor

 

XII. NONDISCLOSURE

All information transferred or otherwise revealed to Distributor by Manufacturer under this Agreement, including but not limited to, engineering information, manufacturing information, technology, know-how and price books or lists, will at all times remain Manufacturer's property. Distributor shall at all times hold such information confidential and shall not disclose any such information if not otherwise within the public domain. Upon any termination of this Agreement, or as Manufacturer directs from time to time, Distributor shall promptly return all such information to Manufacturer, together with any copies or reproductions thereof. Distributor's obligations under this section shall survive any termination of the Agreement.

 

XIII. CERTAIN PRACTICES

Distributor acknowledges that certain laws of the United States applicable to the Manufacturer, but which may not be applicable to Distributor, impose fines or penalties on Manufacturer in the event Manufacturer makes payments to foreign government officials for the purpose of influencing those officials in making a business decision favorable to Manufacturer. In addition, Manufacturer and Distributor may be subject to similar laws or requirements of the country of destination of the Products.

Distributor agrees upon reasonable request by Manufacturer to give Manufacturer reasonable written assurance that the Distributor has done nothing to cause liability to Manufacturer under the above-mentioned laws.

 

XIV. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been served or delivered

1. when personally served or delivered to one party by the serving or delivering party; or

2. when deposited in the mail, postage prepaid by the serving or delivering party addressed to the other party as follows:

If to Manufacturer:

___________________________

___________________________

___________________________

___________________________

 

If to Distributor:

___________________________

___________________________

___________________________

___________________________

 

XV. VARIOUS

This Agreement constitutes the entire and only agreement between the Manufacturer and Distributor with respect to its subject matter and there are no understandings or representations of any kind, express, implied, oral, written statutory or otherwise, not expressly set forth herein. No alteration or modification of this Agreement shall be binding unless in writing and signed by the party to be bound thereby.

1. This Agreement is not assignable in whole or in part by either party without express written consent of the other.

2. If Distributor consists of either two or more individuals or partners, each shall execute this Agreement on behalf of Distributor and each individual signing shall be jointly and severally liable to Manufacturer with respect to the obligations of Distributor under this Agreement.

3. This Agreement shall be interpreted and enforced in accordance with the laws of the United States of America and the official language of this Agreement for all purposes shall be English.

 

DISTRIBUTOR:

___________________________

By:

Title:

 

MANUFACTURER

________________________

By:

Title:

 

 

Exhibit A

Product Line:

 

 

 

 

Territory:

 

 

 

 

Appendix B

Distributor Price List

 

 

 

 

Appendix C

Exclusions

 

 

Sample Clause:

Foreign Corrupt Practices Act

 

BUSINESS PRACTICES

A. In the performance of their obligations under this Agreement, Agent shall comply strictly with all laws, regulations, orders and policies having the force of law, of _____________________________, and where applicable, all laws, regulations, orders and policies having the force of law of any other jurisdiction, including without limitation, the United States of America.

B. In furtherance of the Agent's obligations hereunder, the Agent represents, warrants and agrees that, in connection with the performance of its duties hereunder, it shall not make any payments, in money or any other item of value or make any offers or promises to pay any money or any other item of value to (a) any government official, (b) any foreign political party, (c) any candidate for foreign political officer or (d) any other person or entity, with the knowledge that such payment, offer or promise to pay will be made to any government official for the purpose of influencing such government official to make one or more business decisions favorable to Principal, Agent, or both.

C. Agent further represents that no government official is a principal, owner, officer, employee or agent of any entity in which Agent has an interest, and no government official has any material financial interest in the business of the Agent.

D. In the event of any breach by Agent of any of its representations, warranties or covenants contained in this Article, Principal may, in its sole discretion in addition to any other remedy provided herein or otherwise provided by law, immediately terminate this Agreement without notice or indemnity and in such event, Agent shall forever forfeit all rights to all fees and commissions which shall accrue and/or have been earned but which have not been paid as of the date of such termination.

 

INDEMNIFICATION

Notwithstanding the provisions set forth above in Article ____, Agent shall indemnify and hold harmless Principal against and from any claim,, loss, damage or expense (including attorneys' fees and disbursements) (a) arising from any breach by Agent of any representation, warranty, covenant or other obligation of Agent under Article ____ of this Agreement, (b) resulting from any unlawful act committed by Agent or any agent of Agent thereof, or (c) which Principal may sustain by reason of any act, omission or misrepresentation of Agent or Supervisor or any agent thereof.


This information is also published at http://www.cita.es/contracts
I suggest to visit our professional apporach http://www.cita.es/agent
European Directive http://www.cita.es/euroagent
Our orientative fees are published (in Spanish) at http://www.cita.es/tarifas


CONTRACT MODELS FOR http://www.cita.es/agency

Miguel Ángel Gallardo Ortiz , Official Commercial Agent, E-mail: miguel@cita.es
www.cita.es Apartado Postal 17083 - 28080 Madrid España (Spain)
Tel.: +34 914743809, Cellular GSM: +34 619776475 (avalaible at any time)