Agreement Between General Sales Agent and Manufacturer with Exclusive Territory

Agreement between General Sales Agent and Manufacturer with Exclusive Territory

Agreement made on the day of , 20, between

of , referred to herein as Agent, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Principal.

Whereas, Principal is a manufacturer of and desires to appoint Agent as the exclusive Sales Agent for the sale of Principal's products in the territory described below; and

Whereas, Agent desires to accept such appointment and to perform all the provisions of this Agreement;

Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

1. Appointment of Salesperson

Principal appoints Agent as Principal's exclusive agent within the territory described in this Agreement, on the terms and conditions set forth in this Agreement, for the solicitation and acceptance of orders for Principal's described products.

2. Exclusive Sales Territory

3. Agent’s Right to Solicit and Take Orders

Agent shall have the exclusive right to solicit and take orders in the territory for all products manufactured or distributed by principal.

4. Duration

The term of the agency created shall be , beginning , unless sooner terminated.

5. Full Time and Best Efforts

Agent agrees to devote his/her whole time and best efforts to the business of Principal in the described territory under the direction of Principal's officers or representatives, and to conform to the best of Agent's ability with the rules, regulations and instructions of Principal now in force or that may be adopted and mailed to Agent's address. Agent shall employ salespersons to assist Agent, on such terms and conditions as Principal may require, as set forth in this Agreement.

6. Nondisclosure of the Affairs of Principal

Agent agrees to keep confidential such information as Principal may acquire from Principal regarding Principal's business affairs and customers. Agent will not, in whole or in part, now or at any time, disclose such information.

7. Commissions

A. Agent, during the term of the an Agreement, shall receive a commission from the sale of Principal's products sold for use in Agent's territory, whether sold by Agent or by Principal, or others, except as provided in this Agreement.

B. Agent's commission on sales made pursuant to this Agreement shall be as follows:

8. Sales Subject to Commissions

This Agreement shall apply to business procured from customers by Agent in his/her territory as well as to all business procured by representatives of Agent in Agent’s territory, including business procured from customers previously worked within six months from the date of any termination of this Agreement.

9. Payment of Commissions

A. Any commission to be received under this Agreement shall not be credited to Agent's account on Principal's books until the purchaser has made settlement in full with Principal, either by cash or acceptable notes. If settlement is made wholly or in part by purchaser's notes, Principal may withhold payment of the commission in whole or in part until the notes are paid.

B. Agent's account may be charged with the amount of any commission previously paid to agent or credited to Agent's account for the unpaid part of the purchase price of the products, or the unpaid part of any note given in payment.

10. Sales in or from other Territories

A. Agent agrees not to enter the territory of any other sales agent of Principal for the purpose of selling Principal's product, or to endeavor, directly or indirectly, to make sales of Principal's product for use outside of Agent's territory. Should a purchaser call on Agent voluntarily and purchase Principal's product for use outside of Agent's territory, Agent shall receive commissions as follows:

B. Agent further agrees that, when any other authorized sales agent of Principal sells Principal's product for use in Agent's territory, Agent's account shall be credited with the regular commission, less the commission paid Agent making the sale.

11. Disputes on Commissions

Principal shall have the right to determine, in any dispute arising between Agent and any other sales agent of Principal, the right to commission on any sale, and Agent shall abide by and be bound by Principal's decision.

12. Limitation on Commission Claims

Agent waives all claim for commission on sales of Principal's product, whether made by Agent or others, and all other claims of any nature whatever, if the claim is not made within from the date of termination of this Agreement.

13. Agent not to Share Commissions

Under no circumstances, without permission of Principal, may Agent give any part of Agent's commission to any assistant, local agent or other person to assist Agent in making a sale.

14. Contents of Orders

A. All orders for Principal's product shall be taken on printed forms furnished by Principal, and all such orders shall be sent to Principal immediately after being signed by purchasers. The orders shall contain all conditions and agreements of every nature whatsoever between the parties to the sale, it being agreed that Principal shall not be responsible for promises or conditions not specified on the orders. Principal's product shall not be sold for more or less than the list price established by Principal.

B. If Principal is compelled to make any concessions to customers or incur any expense by reason of a violation of these requirements, the amount of the expense may be charged to Agent's account.

15. Acceptance of Orders by Principal

Orders taken by Agent shall not be binding until accepted by Principal. Principal reserves the right to reject any order when, in the judgment of Principal, the product ordered may not be suitable to the business of the customer.

16. Agent not to Compete

Agent, having agreed to devote Agent's whole time to Principal's business, shall not purchase or deal in Principal’s product on Agent's own account in any way during the continuance of this Agreement. Agent will not engage, directly or indirectly, either for Agent or as employee of any other party, in manufacturing, buying, selling or dealing in Principal’s product, in the territory described, for a period of , after the termination of the Agency created by this Agreement, without the written consent of Principal.

17. Compromise and Collection of Accounts

Principal shall have full control of and discretion as to the collection, adjustment or compromise of any or all accounts for Principal's products sold by Agent. If Principal requests Agent to make any collection, or to obtain possession of Principal's product or other property, whether the request relates to a sale made by Agent or any agent that preceded Agent in the territory, Agent shall do so promptly.

18. Remittals by Agent

Agent agrees to remit to Principal, in the manner prescribed by Principal or to deposit in a bank or other financial institution designated by Principal's, all money, checks and drafts received by Agent for Principal, including any received for repair parts and supplies sold. In no event will Agent use any money collected for Principal to defray the expenses of the agency, or for any other purpose, or deposit the funds in any bank or other financial institution to Agent's own credit.

19. Expenses of Agent

All expenses for traveling, entertainment, office, clerical, office and equipment maintenance, and general selling expenses that may be incurred by Agent in connection with this Agreement will be borne wholly by Agent. In no case shall Principal be responsible or liable for such expenses.

20. Accounting on Termination

A. Agent authorizes Principal, on termination of the agency created by this Agreement, to pay any outstanding indebtedness, including amounts due Agent and Agent's employees incurred in the management of the agency, and to charge the amount to Agent's account. Principal shall not be bound to pay any such indebtedness, unless Principal shall elect to do so. Payment of part of Agent's indebtedness by Principal shall not raise any obligation on Principal's part to pay the whole of the indebtedness. An assignment of Agent's account, or any part of it, shall not be binding on Principal unless accepted in writing by Principal.

B. On termination of this Agreement, Principal shall proceed in the customary manner to collect notes and open accounts for purchases of Principal's product sold by Agent and shall charge against Agent's account the commission previously credited on such amounts of notes and accounts as are uncollected. Principal also shall charge Agent's account with Agent's proportion of any collection expense. This provision shall continue in force until a final account can be stated; no money shall be due agent under this Agreement after its termination until the final account can be stated.

21. Objections to Accounting and Limitations

Agent agrees that all objections to statements of account rendered by Principal are waived, unless written notice is given by Agent and unless such notice reaches Principal within days after rendition of the statement by Principal.

22. Surety Bond of Agent

Agent agrees to furnish Principal with a fidelity bond of $, to be issued by a responsible surety company and conditioned on the faithful performance of Agent's duties in the agency created by this Agreement. All premiums on such bond shall be paid by Agent.

23. Examination of Agent’s Accounts

Agent agrees that officers or authorized representatives of Principal shall have, on demand, access to and the right to examine and make copies of all books of accounts, vouchers and papers of Agent, in order to ascertain whether the business of Agent is being conducted in a manner satisfactory to Principal.

24. Insurance Premiums and Taxes

Principal shall insure against loss by fire all products delivered on consignment to Agent, charging the premium paid for the insurance to Agent's account. Agent shall pay all personal property taxes levied on consigned products, or shall pay such tax as may be levied in lieu of a personal property tax.

25. Compliance with Laws

Agent agrees, for the benefit of Agent's employees and subagents, to comply in all respects with the workers' compensation laws of any state or states of which Agent's territory may be a part, and to pay the premiums and other costs and expenses incident to such coverage.

26. Customer List and Sales Calls

A. Agent agrees to keep a list of probable purchasers, and also a list of users, of Principal's products in Agent's territory. Both lists shall show the name, nature and address of each business concern listed. The user's list shall also show the style and factory number of Principal's product in use.

B. Agent agrees to send to Principal, on the form furnished by Principal, a list of all persons called on by Agent or Agent's employees in connection with Principal's business. The list shall show the name, nature and address of each business concern called on, and the object and results of the call.

27. Employment of Subagents

Agent agrees not to employ any person until Agent has supplied Principal with full particulars regarding such person, on the form furnished by Principal, giving the person's name, record, previous occupation, etc., and until Principal's assent to such employment has been received.

28. Arbitration of Disputes

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

29. Modification and Termination

Principal at any time may alter and change the boundaries and territory covered by this Agency Agreement. The agency created by this Agreement may be terminated by either party by written notice mailed or delivered to the last known address of the other party. This Agreement covers all Agreements between Agent and Principal relating to the employment of Agent for the handling of Principal's product.

30. Governing Law

The enforcement and interpretation of this Agreement shall be governed by the laws of .

WITNESS our signatures as of the day and date first above stated.