This exclusive sales representative agreement is between , an individual a(n) (the "Representative") and , a(n) (the "Company").

The Company is engaged in the marketing and sale of the Company products listed on Exhibit A (the "Products").

The Company wishes to engage the Representative as its independent exclusive sales representative of the Products in those territories identified on Exhibit B (collectively, the "Territory") and the Representative wishes to market and sell the Products as described in this agreement.

The parties therefore agree as follows:


  • (a) Engagement. The Company retains the Representative to provide, and the Representative shall provide, the services described in subsection (b) below (collectively, the "Services").
  • (b) Services. The Representative shall:
    • (i) serve as the Company's exclusive sales representative to sell and promote the Products;
    • (ii) use its best efforts to introduce, promote the sale of, solicit, and obtain new and additional orders for the Products from existing and potential customers in the Territory;
    • (iii) timely deliver the Products to the customers after the company has accepted the purchase orders;
    • (iv) accurately represent and state Company policies to all potential and present customers;
    • (v) assist in finalizing agreements and purchase orders with each customer;
    • (vi) provide assistance to the Company in promotional activities in the Territory;
    • (vii) devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to sell and promote the sale of the Products in the Territory in a timely and productive manner;
    • (viii) provide and maintain, at its own expense, a competent and adequately trained, skilled,and motivated sales organization for the solicitation and sale of Products to customers;
    • (ix) provide reasonable "after sale" support to buyers of the Products;
    • (x) promptly inform the Company of all sales and orders;
    • (xi) maintain contact with the Company via telephone, e-mail, or other agreed on means of communication with reasonable frequency to discuss sales activity within the Territory;
    • (xii) provide weeklymonthly reports of sales of the Products to the Company;
    • (xiii) disclose any problems concerning customers (including Existing Customers) to the Company; and
    • (xiv) perform such other sales-related services with respect to the customers as the Company may reasonably require.
  • (c) Company's Obligations. The Company shall:
    • (i) maintain the Representative's exclusivity as its only sales representative in the Territory;
    • (ii) determine all prices and terms of sale for the Products;
    • (iii) provide the Representative with copies of its current price lists, delivery schedules, and standard terms and conditions of sale, and update those documents regularly;
    • (iv) notify the Representative of any changes to its procedures affecting the Representative's obligations under this agreement at least 30 days before implementing those changes;
    • (v) provide the Representative, at no cost, materials relating to the Products for use in selling and marketing the Products;
    • (vi) prepare samples for potential customers, as reasonably requested by the Representative, if the Representative has provided the Company with sufficient notice of this request;
    • (vii) provide the Representative with current information as to improvements, upgrades, or other changes in the Products; and
    • (viii) make timely payments of amounts earned under this agreement.


  • (a) Term. This agreement will become effective as described in section  and continue for an initial term of year(s) (the "Term"). Unless either party gives written notice to the other at at least days before the end of the Term, this agreement will renew automatically for an additional -year term. This automatic extension will continue to apply at the end of each extended period until the agreement is terminated.
  • (b) Termination. This agreement may be terminated:
    • (i) by either party on provision of  days' written notice before the end of a Term;
    • (ii) by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within days of receipt of written notice of the breach; or
    • (iii) by the Company at any time and without prior notice, if the Representative is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Representative, or is guilty of serious misconduct in connection with performance under this agreement.; or
    • (iv) automatically, on the death of the Representative.
  • (c) Effect of Termination. After the termination of this agreement for any reason, the Company shall promptly pay the Representative for Services rendered before the effective date of the termination. However, the Company will not pay the Representative if (i) prohibited under applicable government law, regulation, or policy, or (ii) if the Representative is guilty of serious misconduct in connection with performance under this agreement.


  • (a) Commissions. The Representative shall be entitled to receive a commission on sales of the Products in the Territory to customers, which sales were made substantially through the efforts of the Representative during the Term. Commissions shall be payable as follows:
    • (i) % of the Net Amount (as defined below) charged by the Company for orders of the Products placed through the Representative (other than to Existing Customers and their affiliates); and
    • (ii) % of the total Net Amount charged by the Company for orders of products other than Products listed in Exhibit A placed through the Representative. "Net Amount" means the sales price of the sold Product as listed on the invoice, less charges for handling, freight, sales, use,value added, or similar taxes, import or export taxes or levies taxes, C.O.D. charges, insurance, customs duties, trade discounts, and any other governmental or administrative fees or charges.
  • (b) Timing of Payment. The Company shall forward the commissions to the Representative within days of the Company's receipt of payment from the customer, and the commission will be based on the amounts actually received. For example, if payments from a customer to the Company will be made in installments, payments to the Representative by the Company will also be made in installments.
  • (c) Offsets and Charge-Backs. In calculating the commission that is due to the Representative, the Company may offset any credits, cancellations, refunds, allowances, and returns to or by customers of revenues on which the Representative has already been paid commissions under this agreement. However, the offset for any customer may not exceed the sales price of that customer's returned, cancelled, or otherwise credited products.
  • (d) No Commissions in Certain Circumstances. No commission shall be payable to the Representative under any of the following circumstances:
    • (i) if prohibited under applicable government law, regulation, or policy;
    • (ii) if the Representative did not directly facilitate the sale of the Products to a customer;
    • (iii) if the sale was made to customers that are directly or indirectly owned by or under common ownership with the Representative;
    • (iv) for any sales outside of the Territory, unless otherwise agreed in writing by the Company;
    • (v) for any sales to Existing Customers, unless otherwise agreed in writing by the Company; or
    • (vi) for any sale of Products to a customer occurring after the termination of the Term unless:
      • A. the sale takes place within days after the termination of this agreement; and
      • B. the sale is the direct result of the Representative's sales efforts before the termination.
  • (e) No Other Compensation. The compensation set out above will be the Representative's sole compensation under this agreement.
  • (f) Expenses. Any ordinary and necessary expenses incurred by the Representative or its staff in the performance of this agreement will be the Representative's sole responsibility.
  • (g) Taxes. The Representative is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by the Representative under this agreement, and for all obligations, reports, and timely notifications relating to those taxes. The Company has no obligation to pay or withhold any sums for those taxes.
  • (h) Other Benefits. The Representative has no claim against the Company under this agreement 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.


The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority.


  • (a) Representative Territory. During the Term, the Representative shall use its best efforts to sell the Products in the following geographical area, which will be the Representative's exclusive sales territory (the "Territory"): .
  • (b) Company Rights. The Company is free to directly solicit, attempt, and complete sales of Products, or any products or services, in the Territory at any time.
  • (c) Territory Reallocation. The Company may modify or limit the Territory with days' written notice to the Representative.


  • (a) Preferred Customers. The Representative's sales and promotional efforts shall be directed toward the following customers: . These customers are only examples of the nature and type of market to which the Representative should sell the Products, and are not a limitation on sales that can be made by the Representative in the Territory.
  • (b) Existing Customers. The Representative acknowledges that the Company has existing relationships with those customers listed in Exhibit B (the "Existing Customers"), and it will receive no compensation for sales made by the Representative to the Existing Customers.


  • (a) Product List. The Company may amend the Product list identified in Exhibit A from time to time in its sole discretion with days' advanced written notice to the Representative.
  • (b) Discontinuance; Modification. In its discretion, the Company may:
    • (i) discontinue or limit the manufacture or sale of any Product; or
    • (ii) modify the design, specifications, or construction of any Product or part of a Product. The Company shall inform the Representative of any discontinuance or modification by providing days' advanced written notice. When faced with limited stock, the Company may allocate, limit, or terminate the production and sale of Products in its sole discretion. The Company will incur no liability arising out of or related to the exercise of its rights under this section.


  • (a) Retention of Records. The Representative shall retain originals or copies of all quotations, orders, invoices, correspondence and other documents relating to Products sold under this agreement for a minimum of year(s) after the termination of this agreement. During the Term and for year(s) after the termination of this agreement, the Company may (at its sole expense) and on days' notice examine and audit:
    • (i) all records and accounts containing transaction and marketing data for the Products; and
    • (ii) the Representative's inventory tracking and management systems.
  • (b) Audit Results. If an audit under this section reveals that the Representative has not complied with this agreement, the Representative shall promptly cease and use its best efforts to remedy that noncompliance and the Company may terminate this agreement under section 2(b).


The Representative may use, reproduce, and distribute the Company's service marks, trademarks, and trade names (if any) (collectively, the "Company Marks") in connection with the performance of the Services. Any goodwill received from this use will accrue to the Company, which will remain the sole owner of the Company Marks. The Representative may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Company's interest in the Company Marks. The Representative may not cause diminishment of value of the Company Marks through any act or representation. The Representative may not apply for, acquire, or claim any interest in any Company Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this agreement, the Representative will have no further right to use the Company Marks, unless the Company provides written approval for each such use.


The Company warrants to the Representative that the Products will be free from material defects in materials and workmanship and will operate substantially in conformance with the Company's documentation for a period of   monthsyears. This warranty period begins the date on which the Products are shipped from the Representative its customers. This warranty does not apply to Products that have been subject to misuse, including neglect, accident, or modification, or that have been altered during assembly and are not capable of being tested by the Company under its normal test conditions. The Company's obligation for Products failing to meet this warranty is to refund the purchase price of the nonconforming Product, or to replace or repair the nonconforming Products. The Company shall bear the cost of freight and insurance for returned Products. The warranty on any replacement Product will be the same as that of the original Products.


  • (a) Confidentiality. During the Term, the Representative may have access to or receive certain information of or about the Company that the Company designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Representative ("Confidential Information"). Confidential Information includes information relating to the Company or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Representative will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this agreement. In addition, the Representative shall use due care and diligence to prevent the unauthorized use or disclosure of such information.
  • (b) Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information:
    • (i) was or becomes publically available other than as a result of a disclosure by the Representative in violation of this agreement;
    • (ii) was or becomes available to the Representative on a nonconfidential basis before its disclosure to the Representative by the Company, but only if:
      • A. the source of such information is not bound by a confidentiality agreement with the Company or
      • is not otherwise prohibited from transmitting the information to the Representative by a contractual,
      • legal, fiduciary, or other obligation; and
      • B. the Representative provides the Company with written notice of its prior possession either
      • (1) before the effective date of this agreement or (2) if the Representative later becomes aware
      • (through disclosure to the Representative) of any aspect of the Confidential Information as to
      • which the Representative had prior possession, promptly on the Representative so becoming aware;
    • (iii) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Representative shall:
      • A. provide the Company with prompt notice of these requests or requirements before making a
      • disclosure so that the Company may seek an appropriate protective order or other appropriate
      • remedy; and
      • B. provide reasonable assistance to the Company in obtaining any protective order. If a protective
      • order or other remedy is not obtained or the Company grants a waiver under this agreement, the
      • Representative may furnish that portion (and only that portion) of the Confidential Information that,
      • in the written opinion of counsel reasonably acceptable to the Company, the Representative is legally
      • compelled or otherwise required to disclose. However, the Representative shall make reasonable
      • efforts to obtain reliable assurance that confidential treatment will be accorded any part of the
      • Confidential Information disclosed in this way; or
    • (iv) was developed by the Representative independently without breach of this agreement.
  • (c) Remedy. Money damages may not be a sufficient remedy for any breach of this section by the Representative and, in addition to all other remedies, the Company may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy.


The Representative warrants to the Company that it does not currently represent or promote any lines or products that compete with the Products. During the Term, the Representative may not represent, promote, or otherwise try to sell in the Territory any lines or products that, in the Company's judgment, compete with the Products. The Representative shall provide the Company with a list of the companies and the products that it currently represents, and notify the Company in writing of any new companies or products when its promotion of those new companies and products begins.


During the Term, the Representative may engage in other independent contracting activities, except that the Representative may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Representative's obligations or the scope of Services to be rendered for the Company under this agreement.


Within days of the termination of this agreement, the Representative shall return to the Company, retaining no copies or notes, all Company products (including Products), samples, models, property, and documents relating to the Company's business including reports, abstracts, lists, correspondence, information, computer files, computer disks, and other materials and copies of those materials obtained by the Representative during and in connection with its work with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork or creative work, notebooks, and similar items relating to the Company's business, whether prepared by the Representative or by others, remain the Company's exclusive property.


  • (a) Of Representative by Company. At all times after the effective date of this agreement, the Company shall indemnify the Representative from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys' fees, accounting fees, and expert witness fees) (collectively, the "Claims") that the Representative may incur and that arise from:
    • (i) the Company's breach of its obligations or representations under this agreement; or
    • (ii) the negligent, intentional, or other acts of the Company or its employees;
    • (iii) defects or malfunctions of the Products; or
    • (iv) the failure of the Company to provide any Products to a customer that has properly ordered through the Representative. However, the Company is not obligated to indemnify the Representative if any of these Claims result from the Representative's own actions or inactions.
  • (b) Of Company by Representative. At all times after the effective date of this agreement, the Representative shall indemnify the Company and its officers, members, managers, employees, owners, and contractors (collectively, the "Company Indemnitees") from all damages, liabilities,expenses, claims, or judgments (including interest, penalties, reasonable attorneys' fees, accounting fees, and expert witness fees) (collectively, the "Claims") that any Company Indemnitee may incur and that arise from:
    • (i) the Representative's negligence or willful misconduct arising from the Representative's carrying out of its obligations under this agreement;
    • (ii) the Representative's breach of any of its obligations or representations under this agreement; or
    • (iii) the Representative's breach of its express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that the Representative is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on the Representative's own actions, the Representative will assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Representative or the Company resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from the Representative's earnings if the Representative had been on the Company's payroll and employed as a Company employee.


A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:

  • (a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and
  • (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.


  • (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
  • (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .


No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.


  • (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
  • (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
  • (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.


  • (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
  • (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.


If any provision contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.


  • (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
  • (b) Addresses. A party shall address notices under this section to a party at the following addresses:
  • If to the Company:
, ,
  • If to the Representative:
, ,

(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.


No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.


This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to its subject matter. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.


The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.


This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.


Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.


Each party is signing this agreement on the date stated opposite that party's signature. 

Date: _________________


Date: _________________




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How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.

Exclusive sales representative agreement: How-to guide

Sales representatives are pivotal in any company's success and act as the company's public face. Thus, having the right individuals or organizations represent your company's products and services is crucial. The core values that a sales representative must align with while promoting a company's products and services are honesty, integrity, professionalism, customer focus, and teamwork.

As a sales representative, it is vital to have strong product knowledge and a compelling product promotion strategy to drive sales and revenue. These promotional efforts must align with the company's core values and brand identity to enhance the company's credibility and reputation. 

An exclusive sales representative agreement outlines the company's expectations from an independent sales representative. These independent contractors can be individuals or organizations selling and promoting their products. The agreement details the territory, products, and commissions they'll receive.

What are the key factors to consider in an exclusive sales representative agreement?

Clarifying the roles and responsibilities

Sales representatives play a significant role in representing the company to the people at a broader level. The reputation of the sales representative is reflected in the product's branding. Therefore, it is essential to entrust your product to the right representative. Before signing the agreement, both parties should clearly understand their roles and duties and ensure that the representative aligns with the product's nature.

Allowing adequate time for agreement review

It is recommended that each party be given adequate time to review the agreement thoroughly. This will help minimize the chances of any misunderstandings or disputes arising later regarding any of the terms or how they could impact the overall agreement.

Understanding state laws regulating independent contractors

It is important to review the laws in your state that regulate independent contractors. Many states have implemented measures to ensure workers are treated fairly and protected. For instance, under the Fair Labor Standards Act (FLSA), the US Department of Labor has imposed stricter requirements on employers hiring independent contractors. These requirements give contractors more control over their work and promote a better working environment.

Considering the essential elements

Before finalizing any agreement, it is critical to determine whether it covers all the essential elements. Your agreement can include the necessary details such as:

  • Protective measures: Determining if the protective measures employed to safeguard company information are sufficient.
  • Commission percentage: Calculating if the commission percentage is based on the effort required to sell the products.

Reviewing provisions and renewal options

It's essential to keep a copy of the agreement for your records. At the end of the term, both parties can review the provisions and decide whether to renew.

Witnessing or notarizing agreements to ensure validity

Having your agreement witnessed or notarized can assure you that all parties' signatures are valid and legally binding. It can also prevent potential disputes in the future and provide you with peace of mind.

Contacting an attorney

If your agreement involves complex terms or significant risks, consider seeking the assistance of an attorney to draft a document that meets your specific requirements.

Understanding the clauses of the Exclusive sales representative agreement

The provisions below will guide you through the terms of the agreement, section by section, to help you better understand the process.


This identifies the document as an exclusive sales representative agreement. Write the date the agreement will become effective (often when signed). In this section, mention the relevant details of the involved parties and, if applicable, what type of organization(s) they are (e.g., individual, corporation, partnership, or LLC).


Here, the parties express their intention to appoint the representative as a company representative.

Purpose, appointment, and exclusivity

This section designates the appointment of a company sales representative. It emphasizes that such an appointment is "exclusive" and restricts the company's "exclusive sales representative" responsibilities to specific territories and products. 

Confidential information

This section of the agreement defines confidential information. It reminds all exclusive sales representatives that the information must be treated with the utmost confidentiality to avoid any unauthorized disclosure or breach of trust.

Nature of relationship

This section describes that the representative is not an employee or partner of the company who hired them. The relationship clause is crucial for various legal reasons, including insurance coverage requirements, liability, and taxes. The agreement emphasizes the importance of distinguishing between independent contractors and employees. It is a good practice to review the laws in your state regarding independent contractors to ensure compliance.


This section specifies the representative's exclusive sales region (the geographical area where the representative should focus their sales efforts, as they have exclusive sales rights in this region).


This section should specify the type of customer the representative should target.

Sale price of products

This section explains that the company is responsible for setting the price and terms of any product the representative sells.


This section indicates that the commission percentage is the representative's only compensation. It is essential to list the following under this section:

  • Commission percentage: Mention the commission percentage for each sale listed.
  • Time frame: Specify when the company must forward commission payments to the representative. 
  • Offsets or chargebacks: The company could deduct offsets or chargebacks (related to previous sales) from future commissions if any such instances had occurred in the past.
  • No commission: The company can outline the circumstances under which no commission will be given.
  • Representative's expenses and taxes: The representative is responsible for their own expenses and any expenses incurred while working, such as transportation, boarding, or lodging. This also indicates that the company and the representative are separate entities. The agreement states that the representative will pay their own taxes (on the compensation they receive from the company) as they are not receiving a "salary" as an employee. The company will not withhold taxes on their behalf.

Representative's services

This section outlines the duties and responsibilities of the representative as per the agreement.

No conflict of interest

This section describes the representative's commitment not to represent any other company or product that might compete with the company. The representative will furnish the company with a list of their existing clients and products and keep it updated as changes occur.

Company's representations and warranties

This section outlines the commitments made by the company as per the agreement.


It's recommended to start with an initial term of one year, with the option to renew further. This provides ample time for both parties to evaluate the relationship before committing to a long-term agreement.


This section explains that specific actions or events, such as written notice, material breach, or one party's entry into bankruptcy, will cause an earlier termination of the agreement.

Return of property

This provision states that the sales representatives should return the property after the end of the agreement. 


This section protects each party from the financial consequences of the other's illegal or harmful conduct.

Use of trademarks

This section states that the representative will not use the company's trademarks or trade names inappropriately or acquire a trademark like theirs. It also notes that the representative may not continue to use the company's trademarks or trade secrets after the agreement terminates.


This section explains each party's interests and obligations under the agreement. Each party can transfer the interests and obligations to the other party with only prior written consent.

Successors and assigns

This section states that the parties' rights and obligations will be passed on to successor organizations (if any) or organizations to which rights and obligations have been permissibly assigned.

No implied waiver

This section explains that even if one party ignores or allows the other to break an obligation under the agreement, it doesn't mean that the party waives future rights to require the other party to fulfill those obligations.


This section provides instructions on how to send official or legal correspondence. Provide the mailing addresses for both the company and the representative.

Governing law

In this section, the parties can choose which state's laws apply to the agreement. The company and the representative may be based in different states, and the applicable laws could differ, so it's crucial to mention the state's law that would apply to the agreement.

Counterparts; electronic signatures

This clause signifies that each section of the agreement will be considered a part of the same agreement, regardless of where the parties sign it or how they communicate signatures (through electronic devices such as computers or fax machines). This provision applies when signing parties are located remotely, allowing business to be conducted efficiently without affecting the agreement's validity.


This section states that the agreement is protected as a whole, even if one of its parts is invalidated later. For example, if a state law prohibits choice-of-law clauses, only the section of the agreement relating to choice of law would be nullified, while the rest of the document would still be legally enforceable.

Entire agreement

This section establishes and confirms the parties' mutual understanding that the document they execute represents a comprehensive and conclusive agreement regarding the matters under consideration.


This section explains that the headings at the beginning of each section are meant to organize the document. Any interpretation of the clauses shouldn't be based on the headings.

Frequently asked questions

What information is needed to complete an exclusive sales representative agreement?

 Here's the information you'll need to complete the agreement:

  • Sender's information: Determine the status of the independent contractor (an organization or an individual) sending the agreement. Get the sender's complete details, such as name, address, and contact information.
  • Recipient's information: Prepare the agreement for both parties to sign after the necessary discussions. Ensure you have the recipient's name and address ready to send the agreement to the correct address.
  • Governing laws: Specify the state so it's clear what laws apply to the agreement.
  • Subject matter: Give the sales representatives as much clarity as possible about the list of products and prepare an outline of the commission structure.
  • Dates: Be clear about the initial duration of this agreement and plans for renewal.

Why is hiring an independent sales representative the best option?

Hiring an independent sales representative could be the best option for a small start-up company. They are usually paid on commission, meaning you don't have to invest any upfront money or effort. You can grow together and reward them as the company grows.

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