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Non Exclusive Sales Representative Agreement
"I need a Non-Exclusive Sales Representative Agreement for my Manila-based software company to appoint multiple sales representatives across different regions of the Philippines, with a commission structure of 15% for new clients and 10% for renewals, starting March 2025."
1. Parties: Identification of the Principal company and the Sales Representative, including complete legal names and addresses
2. Background: Context of the agreement, including the Principal's business nature and desire to appoint non-exclusive sales representatives
3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', etc.
4. Appointment and Scope: Explicit statement of non-exclusive appointment, territory definition, and authorized activities
5. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination
6. Duties and Responsibilities: Detailed obligations of the Sales Representative, including sales targets, reporting, and conduct
7. Non-Exclusivity: Clear statement of non-exclusive nature and rights of principal to appoint other representatives
8. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for commission eligibility
9. Intellectual Property: Usage rights and restrictions regarding Principal's trademarks, logos, and materials
10. Confidentiality: Protection of confidential information and trade secrets
11. Independent Contractor Status: Clear statement that representative is not an employee, with tax and benefit implications
12. Compliance with Laws: Obligation to comply with applicable laws, including sales regulations and data protection
13. Indemnification: Mutual indemnification provisions for claims arising from agreement breach
14. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Performance Targets: Specific sales targets and performance metrics, used when Principal wants to set measurable goals
2. Training Requirements: Mandatory training programs and certifications, included when specific product knowledge is crucial
3. Marketing Support: Principal's marketing assistance and materials provision, relevant for complex product lines
4. Customer Relationship Management: Procedures for managing and reporting customer relationships, important for sophisticated sales processes
5. Post-Termination Obligations: Specific duties after agreement ends, included when ongoing customer protection is needed
6. Insurance Requirements: Specific insurance coverage requirements, included for high-value products or services
7. Dispute Resolution: Alternative dispute resolution procedures, recommended for international arrangements
8. Sub-Representatives: Rights and procedures for appointing sub-representatives, used when allowed by Principal
1. Schedule A - Products: Detailed list of products/services the representative is authorized to sell
2. Schedule B - Territory: Detailed definition of geographical territory and any excluded areas
3. Schedule C - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule D - Sales Targets: Specific performance metrics and minimum sales requirements
5. Schedule E - Reporting Templates: Standard forms for sales reports and customer information
6. Appendix 1 - Marketing Guidelines: Guidelines for use of Principal's marketing materials and branding
7. Appendix 2 - Code of Conduct: Expected behavioral standards and ethical guidelines
8. Appendix 3 - Operating Procedures: Detailed procedures for order processing and customer handling
Authors
Manufacturing
Consumer Goods
Technology and Software
Industrial Equipment
Pharmaceuticals
Electronics
Automotive
Construction Materials
Food and Beverage
Telecommunications
Medical Devices
Chemical Products
Retail
Professional Services
Sales
Legal
Business Development
Commercial Operations
Contract Administration
Compliance
Finance
Channel Management
Sales Operations
Business Strategy
Sales Director
Business Development Manager
Commercial Director
Legal Counsel
Contracts Manager
Sales Operations Manager
Channel Manager
Regional Sales Manager
Chief Commercial Officer
Sales Representative
Territory Manager
Account Executive
Business Development Representative
Sales Administrator
Compliance Officer
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