Fill and Sign the Distributor Sales Agreement Form

Agreement between Sales Agent and Manufacturer/Distributor to Sell Retail Products in an Exclusive Territory Agreement made on the ___ day of __________, 20___, between John Doe of (street address, city, county, state, zip code) , referred to herein as Agent, and ________________ , a corporation organized and existing under the laws of the state of ______________, with its principal office located at (street address, city, county, state, zip code) , referred to herein as Principal. Whereas, Principal is engaged in the business of manufacturing and/or distributing products and wishes to engage the Agent to handle the sale of its products on an exclusive territorial basis. Now, therefore, in consideration of the mutual agreement contained herein, the parties do hereby agree as follows: 1. Territory The Agent shall represent the Principal exclusively in the following defined territory. This includes any and all national buying offices (e.g., retail, e-commerce, catalog) located in the territory defined below: (Description of Territory) 2. Products The Agent shall be the sole and exclusive sales representative for the following products in the above stated territory: (Description of Products) 3. Term of Agreement This Agreement shall commence from date of execution and shall automatically renew each year. Either party may terminate this Agreement at any time upon 30 days' written notice. 4. Samples Principal agrees to supply samples for showroom use, field salesman's use, and trade show use at no charge to Agent. Principal also agrees to furnish Agent with adequate brochures, photographs, and price lists for use in advertising and promotion, field, showroom, and trade show sales at no charge to Agent. Samples will be returned to Principal should this Agreement be terminated by either party. 5. Commissions A. Principal shall ship products in compliance with Agent's sales orders and shall pay Agent _____% of the new wholesale invoice amount on all orders shipped into the territory whether such orders were sold by the Agent or Principal. This would include orders written in the showroom and at trade shows in Agent's booths. B. Principal also agrees to pay full commission on any orders written in the territory, wheresoever shipped. Commissions earned shall be paid by the _______day of the month following the month of invoice payment. C. In the event of termination by either party of this Agreement, Principal will pay Agent full commission on all orders accepted before the effective termination date, although shipment may be made thereafter. 6. The Principal: A . Agrees to financial participation, if space is available, in all trade shows deemed necessary by Agent to promote the Principal's products. Participation will be discussed for each trade show B. Agrees to fill orders in an expeditious fashion, as written by Agent, and in case of discrepancy (i.e. out of stock) Principal shall immediately inform Agent, as well as the customer, in writing, or on invoice copy. C. Agrees that Agent shall have the right to retain at its own expense, and without obligation to the Principal, Sub-agents to work with the Agent in the sales of Principals' products. D. Agrees to promptly advise the Agent of any new products and special promotions that the Principal is offering for sale. E. Agrees that Agent shall cease taking further orders should Principal become seriously in arrears paying commissions, i.e., commissions unpaid after 120 days from date of order, except in cases where Principal has made Agent aware of delinquent customer payment status on any given invoice. 7. Agent not a Partner It is intended by this Agreement to appoint the Agent as the sales representative of the Principal for the sale of its products only; no other relationship is intended to be created between such parties. Nothing in this Agreement shall be construed so as to give the Agent any rights as a partner of the Principal. This agreement does not constitute the Agent as a legal representative of the Principal. 8. 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. 9. Governing Law The enforcement and interpretation of this Agreement shall be governed by the laws of (Name of State) . WITNESS our signatures as of the day and date first above stated. ________________________ By_______________________ JOHN DOE (Name and Office in Corporation)