Free Sales Agency Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Get template

Free Sales Agency Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Get template

Sales Agency Agreement

Sales Agent

First Name

Last Name

Acme LLC.

Client

First Name

Last Name

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Sales Agent").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Sales Agent to do the following: [SERVICE DESCRIPTION]

1.2 Schedule. The Sales Agent will begin work on [DATE] and will continue until the work is completed. This Contract can be ended by either Client or Sales Agent at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Sales Agent a rate of [PROJECT RATE] per hour. Of this, the Client will pay the Sales Agent [DEPOSIT AMOUNT] before work begins.

1.4 Expenses. The Client will reimburse the Sales Agent's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Sales Agent will invoice the Client at [INVOICE FREQUENCY]. The Client agrees to pay the amount owed within [X] days of receiving the invoice. Payment after that date will incur a late fee of [LATE FEE PERCENTAGE]% per month on the outstanding amount.

1.6 Support. The Sales Agent will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Sales Agent is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Sales Agent works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Sales Agent hereby gives the Client this work product once the Client pays for it in full. This means the Sales Agent is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Sales Agent's Use Of Work Product. Once the Sales Agent gives the work product to the Client, the Sales Agent does not have any rights to it, except those that the Client explicitly gives the Sales Agent here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Sales Agent's Help Securing Ownership. In the future, the Client may need the Sales Agent's help to show that the Client owns the work product or to complete the transfer. The Sales Agent agrees to help with that. For example, the Sales Agent may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Sales Agent, the Sales Agent agrees that the Client can act on the Sales Agent's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Sales Agent after spending reasonable effort trying to do so, the Sales Agent hereby irrevocably designates and appoints the Client as the Sales Agent's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Sales Agent and on the Sales Agent's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Sales Agent's IP That Is Not Work Product. During the course of this project, the Sales Agent might use intellectual property that the Sales Agent owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Sales Agent is not giving the Client this background IP. But, as part of the Contract, the Sales Agent is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Sales Agent cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Sales Agent's Right To Use Client IP. The Sales Agent may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Sales Agent to build a website, the Sales Agent may have to use the Client’s logo. The Client agrees to let the Sales Agent use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Sales Agent's job. Beyond that, the Client is not giving the Sales Agent any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS.‍

The Sales Agent won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Sales Agent asks for permission beforehand and the Client agrees to it in writing. If the Sales Agent uses employees or subcontractors, the Sales Agent must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION.

Until this Contract ends, the Sales Agent won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Sales Agent puts out a general ad and someone who happened to work for the Client responds. In that case, the Sales Agent may hire that candidate. The Sales Agent promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Sales Agent Has Right To Give Client Work Product. The Sales Agent promises that it owns the work product, that the Sales Agent is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Sales Agent uses employees or subcontractors, the Sales Agent also promises that these employees and subcontractors have signed contracts with the Sales Agent giving the Sales Agent any rights that the employees or subcontractors have related to the Sales Agent's background IP and work product.

5.4 Sales Agent Will Comply With Laws. The Sales Agent promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Sales Agent promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Sales Agent has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Sales Agent has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Sales Agent if the Sales Agent has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Sales Agent with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION.

This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Sales Agent must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Sales Agent for the work done up until when the Contract ends and will reimburse the Sales Agent for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR.

The Client is hiring the Sales Agent as an independent contractor. The following statements accurately reflect their relationship:

The Sales Agent will use its own equipment, tools, and material to do the work.
The Client will not control how the job is performed on a day-to-day basis. Rather, the Sales Agent is responsible for determining when, where, and how it will carry out the work.
The Client will not provide the Sales Agent with any training.
The Client and the Sales Agent do not have a partnership or employer-employee relationship.
The Sales Agent cannot enter into contracts, make promises, or act on behalf of the Client.
The Sales Agent is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
The Sales Agent is responsible for its own taxes.
The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Sales Agent or any of the Sales Agent's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Sales Agent must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Sales Agent may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Sales Agent promises to treat this information as if it is the Sales Agent's own confidential information. The Sales Agent may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Sales Agent use a customer list to send out a newsletter, the Sales Agent cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Sales Agent written permission to use the information for another purpose, the Sales Agent may use the information for that purpose, as well. When this Contract ends, the Sales Agent must give back or destroy all confidential information, and confirm that it has done so. The Sales Agent promises that it will not share confidential information with a third party, unless the Client gives the Sales Agent written permission first. The Sales Agent must continue to follow these obligations, even after the Contract ends. The Sales Agent's responsibilities only stop if the Sales Agent can show any of the following: (i) that the information was already public when the Sales Agent came across it; (ii) the information became public after the Sales Agent came across it, but not because of anything the Sales Agent did or didn’t do; (iii) the Sales Agent already knew the information when the Sales Agent came across it and the Sales Agent didn’t have any obligation to keep it secret; (iv) a third party provided the Sales Agent with the information without requiring that the Sales Agent keep it a secret; or (v) the Sales Agent created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Sales Agent each have access to confidential information that belongs to third parties. The Client and the Sales Agent each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Sales Agent is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY.

Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Sales Agent or both. For example, if the Client gets sued for something that the Sales Agent did, then the Sales Agent may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Sales Agent agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Sales Agent has done under this Contract; (ii) a breach by the Sales Agent of its obligations under this Contract; or (iii) a breach by the Sales Agent of the promises it is making in Section 5 (Representations).

10.3 Sales Agent Indemnity. In this Contract, the Client agrees to indemnify the Sales Agent (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Sales Agent. The Sales Agent cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Sales Agent's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Sales Agent must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Sales Agent must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Sales Agent under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

‍

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

‍

Sales Agent

First Name

Last Name

Acme LLC.

Client

First Name

Last Name

Corporation Corp.

As a sales agent, you will eventually have to present a sales agency agreement to your clients from time to time as you intend to make the sales on their behalf. In fact, you cannot act as a salesperson for a vendor unless the vendor authorizes you through a mutually binding sales agreement.

Freelancers must ensure the documentation of commercial terms and conditions relating to the expectations of the client. The agency agreement must address obligations for both parties to ensure satisfaction upon completion of the project. Regardless of the client's relationship with the freelancer, there shouldn’t be a case where the sales agency agreement relies on oral negotiations. The documentation will act as proof in the future in case the client or freelancers has lost any terms or disagrees with the legal action related to the contract. As such, the commercial terms must be enforced in a written form and implemented accordingly.

The fact of the matter is that business relationships aren’t always smooth. Therefore, before you engage your client and agree to promote their products (as a sales agent), you need a contract that will govern the business relationship. This should be the case regardless of your business history with the client. Whether you opt to go for templates downloaded or purchased from the internet, or decide to have one drafted from scratch; there are essential clauses that should not miss from the document.

In case the freelancers are not aware of the possible clauses to be included in the agreement, research on any piece of legislation could be highly significant to protect them from possible consequences revolving around violation of any terms in the agreement. However, the freelancers should ensure the hiring agency defines all the requirements and they can fully comply, possibly after acquiring appropriate training. Legal advice could also be helpful to freelancers who work independently. Consulting professionals is a suitable technique that will help freelancers to fully understand the significant clauses in the sales agency agreement template

The following are essential clauses freelancers should understand before accepting a sales agency agreement.

1. Define your relationship in the sales agency agreement template

Before you proceed to any other business, the contract should specify the business relationship. Thus, as a sales agent, the sales agency agreement sample should not fail to determine that you are an independent contractor. As an independent contractor, you will have the room to define and maintain the means that the work is done – something employees cannot do. Also, the client will not withhold or pay taxes on payment to you. You will handle all of your tax obligations.

Even though the sales agency agreement is essential to the client, freelancers should consider their situations as well. Sometimes, the commercial terms defined in the contract might be complicated for the freelancer to comply with. As such, the freelancer should ask for room to negotiate any sought of aspect that may appear unappealing to them regarding the contract. They should also ask for detailed views on matters that are not addressed in the agreement. On the other hand, freelancers should consider the past deals and ensure they understand what is required in the current contract to avoid further misunderstanding might the agency fail to comply with specified terms.

2. The scope of work and responsibilities in the sales agency agreement template

The sales agency agreement must mention the duties and responsibilities of each party. Therefore, you must define the tasks you will handle and your responsibilities. These duties and responsibilities include:

You will represent the client's company in good light by conducting yourself favorably.
You will use your best efforts to sell the goods. You may also need to mention the channels you will use to promote and sell the products.
You will engage adequately trained personnel.
You will not change the terms of sale, prices or brand names.
You may be required not to promote products that compete with your client's products.
You will not collect payment or collect debts.

These points are not exhaustive, but they give a scope of how the work will be conducted, and which boundaries you will not cross as the sales agent. There are tasks that only the client should handle, like payment and debt collection. The scope of the contract should always be clearly defined.

As a freelancer, keep in mind that the sales agreement should be client-oriented. Therefore, the responsibilities highlighted should be based on the expectations of the hiring agency. Ensure you list specific tasks that will demonstrate your competitive skills in the current marketplace. You should ensure the responsibilities are compatible with the latest trends applicable in the industry. While listing the scope of work to handle, ensure relevance to the products and services listed by the hiring agency as well as the delivery costs and other terms and conditions of the contract. Lastly, the freelancer should not, under any circumstance, give biased information regarding the responsibilities for the sake of their benefits.

3. The products to be promoted in the sales agency agreement template

Your client may have a variety of products that they sell, and thus, you will need to define which products you will promote as the sales agent. For example, a real estate agent may sell the house but not the furniture contained in the house. Your client may wish to limit the number of products you will promote on their behalf and thus, a list specifying these products will be included.

It is possible for the client to impose limitations on where the products will be sold or the particular type of customers. Your client will provide a comprehensive list of the products they need you to promote, and this list will be included in the products specification clause within the sales agency agreement sample.

Freelancers are supposed to understand the best approach to deal with the assigned products and services. Sometimes, the agency may give products that are unlikely to acquire desired expectations due to the defined government laws and regulations. In such a situation, the freelancer should ask for guidance from the client to ensure they don’t suffer penalties associated with failure to achieve the speculated goals. The list of products provided should, therefore, be reasonable and most likely to obtain competitive advantage from rivals in the industry.

4. Commissions to be earned in the sales agency agreement template

As a sales agent, you cannot sign a sales agency agreement that doesn't include specifics on your earnings. The contract should specify how the commissions to be earned and computed. The document will address the basis of the commissions. Besides commissions, the contract will also specify if there will be bonuses or other incentives that will be earned besides the commission.

Besides specifying the commissions, the sales agency agreement sample will also touch on the schedule that will be followed for payments. You can agree to receive compensation right after the products are shipped to the customers, or you can opt to have it remitted on a periodic basis (for example, on a monthly basis).

Freelancers should understand they are not hammered to late payments or any inappropriate payment schedules. Such can affect business relationships as well as the agency reputation in the industry. The moment a freelancer approaches the contract, there should be an outlined payment agreements that should not be breached. The freelancer should also agree on the terms that may lead to termination of payment, which should also be defined in the business laws and regulations. Thus, a positive business relationship will be achieved and keeping the contract successful.

In essence

The sales agency agreement is the document that will cement the business relationship with your client. The document clearly defines how you would work, and how you will be compensated. It also allows you to work independently since you will enter into the contract as an independent sales agent and not as an employee. This gives you the freedom to exercise your skills without being monitored, as the contract defines how far the client will go concerning watching what your business. This document is not merely a paper with words printed on it – it is the binding factor between you and your client.