Establishing secure connection…Loading editor…Preparing document…

Sales Manager Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

SALES MANAGER AGREEMENT

This Sales Manager Agreement (the Agreement) is made and entered into as of by and between:

RECITALS

Company engages Sales Manager to solicit orders for the products and services set forth in this Agreement and Sales Manager accepts such engagement on the terms and conditions contained herein.

APPOINTMENT; TERRITORY; PRODUCTS

Company hereby appoints Sales Manager as a non-exclusive/exclusive agent (select as applicable) to solicit orders for the following products and services within the Territory described below. Sales Manager shall have no authority to bind Company except as expressly provided in this Agreement.

COMPENSATION; COMMISSION SCHEDULE

Company shall pay Sales Manager commissions in accordance with the schedule below on Net Sales (gross invoice less returns, discounts, allowances and taxes). Commissions are earned only upon receipt of cleared funds by Company unless otherwise agreed in writing.

Item Description Quantity Unit Price Total
Subtotal
Taxes
Shipping & Handling
Total Commission Payable

PAYMENT TERMS

Commissions shall be paid within days after Company receives payment from the customer. Accepted payment methods and banking details are set forth below. Late payments shall accrue interest at the rate of on overdue amounts.

DELIVERY; RISK OF LOSS

Company shall fulfill and deliver customer orders in accordance with Company’s standard terms. Risk of loss passes to customer upon delivery to the carrier unless otherwise agreed in writing. Sales Manager has no custody of product unless otherwise specified in written addendum.

WARRANTY; RETURNS; REFUNDS

Company warrants to customers only as set forth in Company’s written warranty. Sales Manager has no authority to modify warranty terms or accept returns except as expressly authorized. Commission adjustments will be made for returns, credits, or refunds in the period such adjustments are recognized by Company.

CONFIDENTIALITY; INTELLECTUAL PROPERTY

Sales Manager shall maintain in strict confidence all confidential and proprietary information of Company disclosed or acquired in connection with this Agreement, including pricing, customer lists, technical information, and marketing strategies. All intellectual property developed by Company or created for Company remains the exclusive property of Company.

NON-SOLICIT / NON-COMPETE

During the Term and for the period set below following termination, Sales Manager shall not (i) solicit Company customers for products competitive with Company’s products, or (ii) directly employ or contract with personnel who were engaged in the sale of Company products without prior written consent.

RECORDS; AUDIT RIGHTS; REPORTING

Sales Manager shall maintain accurate books and records of sales activities and customer interactions. Company or its authorized representative may inspect and audit Sales Manager’s relevant records upon reasonable prior notice during normal business hours to verify commission calculations and compliance.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, damages and expenses arising from breach of this Agreement, negligence, willful misconduct, or violation of applicable law by the indemnifying party. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

TERM; TERMINATION

The Term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated in accordance with this Section. Either party may terminate for cause following written notice and a day cure period. Company may terminate without cause upon days’ prior written notice.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation; if unresolved, disputes shall be resolved by binding arbitration in the agreed venue unless both parties agree otherwise in writing.

COMPLIANCE; INDEPENDENT CONTRACTOR

Sales Manager is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. Sales Manager shall comply with all applicable laws, export controls, sanctions, and Company policies provided in writing.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail, or overnight courier.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes prior agreements. No amendment shall be effective unless in writing and signed by both parties. If any provision is held invalid, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the other’s prior written consent except to an affiliate or in connection with a change of control.

Company (Seller) Printed Name:

By:

Date:

Sales Manager Printed Name:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Sales Manager Agreement Is and when it applies

A Sales Manager Agreement is a legally binding contract that defines the relationship between a company and a sales manager, including duties, territory, compensation, commission structure, and termination rights. It sets measurable performance expectations, reporting obligations, and confidentiality or non-solicitation provisions where appropriate. The agreement clarifies whether the manager is an employee or independent contractor for tax and benefits purposes, and it identifies governing law, effective dates, and signature blocks for authorized parties. Use this document to reduce disputes and document commission and payment terms in writing.

Why a clear Sales Manager Agreement matters

A written Sales Manager Agreement reduces ambiguity about pay, authority, and termination, protecting both company and manager. It supports compliance with tax, labor, and commission-reporting rules while documenting intellectual property and confidentiality obligations.

Why a clear Sales Manager Agreement matters

Who typically prepares and signs this agreement

Companies, HR teams, sales leaders, and outside counsel commonly prepare the Sales Manager Agreement before onboarding or promotion.

  • HR and People Ops: Draft or review compensation and benefits language for internal consistency and payroll setup.
  • Sales leadership: Define territories, quotas, and reporting expectations tied to commission calculations and performance metrics.
  • Legal or outside counsel: Confirm enforceability of non-compete, IP assignment, and choice-of-law provisions.

The final signed document should be retained in employee records and shared with payroll and finance for accurate commission accounting.

Step-by-step: complete and execute the Sales Manager Agreement

Follow these sequential steps to prepare, review, sign, and store the agreement.

  • 01
    Draft: Populate parties, term, duties, and pay with accurate figures.
  • 02
    Review: Have HR, finance, and legal confirm tax and commission terms.
  • 03
    Sign: Obtain signatures from authorized signatories and the manager.
  • 04
    Record: Store the fully executed agreement in HR and finance systems.

Typical electronic signing flow for this agreement

Digital signing follows a predictable sequence from upload to completed audit trail.

  • Upload Document: Sender uploads final draft to the eSignature platform.
  • Place Fields: Add signature, date, and initial fields where required.
  • Authenticate: Select signer authentication method (email, SMS, or stronger).
  • Complete: Signed copies and an audit trail are generated automatically.

Recommended eSignature workflow settings

Configure these settings to match signing order, authentication, and storage needs.

Field Configuration
Signing Order Sequential or parallel as required by approvals.
Authentication Email link or SMS code; use KBA for higher assurance.
Reminders Auto-remind signers after 3 and 7 days.
Storage Location Save executed PDF to HR folder and to finance archive.

Technical considerations for eSigning and storage

Ensure the chosen platform supports required integrations and file formats before sending the agreement.

  • Integrations: Salesforce, NetSuite, or HRIS sync recommended.
  • File Types: PDF and DOCX accepted; preserve original formatting.
  • Authentication: Enable email, SMS, or enterprise SSO as needed.

Confirm retention policies and export formats (PDF/A) so executed agreements remain admissible and reproducible for audits or disputes.

Common timeline items and deadlines to include

Set explicit dates and review cycles to avoid payment disputes and compliance gaps.

Effective Date:

Date when duties and pay commence; use MM/DD/YYYY.

Signature Deadline:

Date by which both parties must sign to confirm terms.

Commission Pay Cycle:

State timing, e.g., within 30 days of invoice receipt or month end.

Performance Review:

Specify cadence for quota reviews and adjustments, e.g., quarterly.

Termination Notice:

Define notice length, often 30 to 90 days depending on role.

Key milestones from negotiation to retention

Track major milestones so each phase is auditable and responsibilities are clear.

01

Negotiation Complete

All terms agreed and draft approved by stakeholders.

02

Execution

All parties sign and dates are recorded.

03

Commission Implementation

Payroll and accounting apply agreed commission rules.

04

Record Retention

Final executed copy stored per company retention policy.

How this agreement differs from a standard employment contract

Compare scope, pay structure, and post-termination restrictions to select the correct document type.

Criteria Sales Manager Agreement Employment Agreement
Pay Structure base plus commission salary or wage
Termination Terms commission-specific clauses standard notice and severance
IP Assignment often explicit for sales collateral typically included
Benefits may exclude benefits often includes benefits

eSignature vendor comparison for executing Sales Manager Agreements

Compare core pricing and compliance features when choosing an eSignature provider for agreement execution.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/yr Varies Varies Varies

Practical tips for accurate and efficient completion

Adopt these practices to reduce disputes and administrative work.

Use precise compensation language
Spell out commission formulas, thresholds, and examples. Include timing and conditions for payment and any clawbacks to avoid later interpretation disputes and payroll errors.
Clarify employment status
State whether the manager is an employee or independent contractor for tax and benefit purposes; include required tax forms and withholdings as applicable.
Include clear reporting requirements
Define cadence and format for sales reporting, approvals, and exceptions. Attach templates for deal submissions to ensure consistent commission calculation.
Document post-termination obligations
Address commission vesting, non-solicit periods, IP assignment, and return of company property to reduce litigation risk after separation.

Common mistakes to avoid when preparing this agreement

  • Vague commission formulas that rely on undefined terms, causing disputes over when commissions are payable and how amounts calculate.
  • Failing to state whether the manager is an employee or contractor, which creates tax, benefit, and withholding exposure.
  • Omitting termination or clawback provisions for returned sales, chargebacks, or quota adjustments, leading to collection difficulties.
  • Not aligning signatures and effective dates, which can create gaps in enforceability and confusion about when obligations begin.

Security and compliance considerations for stored agreements

Data Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Regulatory Compliance: ESIGN and UETA support for eSign validity
Healthcare Safeguards: HIPAA-compliant workflows (BAA required)
Audit Trails: Timestamp, IP, and signer actions recorded
Certifications: SOC 2 Type II and ISO 27001 available
Accessibility: WCAG Level AA support for accessibility

Penalties and risks from incorrect or missing terms

1099 Reporting: Late penalties from $60 per form
I-9 Violations: $281–$2,789 per violation
Tax Withholding: Backup withholding 24% for missing TIN
Breach Litigation: Damages, fees, and injunction risk
Noncompliant IP: Loss of ownership or licensing claims
Enforceability Gaps: Ambiguous non-competes may be void

Real-world examples of Sales Manager Agreement use

These short case examples show how organizations applied a Sales Manager Agreement in practice.

Optica Ventures LLC

Optica used a standardized agreement to onboard remote sales leadership with clear commission terms.

  • The agreement tied payout to verified closed sales.
  • The change reduced disputes and sped commission processing by centralizing approvals and automating calculation in finance workflows.

Martin Properties

A property management firm documented territory and listing commission splits for a regional sales manager.

  • Included post-termination commission vesting.
  • The written terms simplified broker reconciliation at closing and reduced litigation risk over disputed referrals and splits.

Typical signers and their roles

Sales Manager

The manager signs to accept duties, territory, and compensation. The signature indicates consent to performance metrics and post-termination restrictions, and it triggers payroll and commission setup procedures.

Company Signatory

An authorized company officer or HR representative signs to bind the employer. This signatory confirms budget approval, payroll setup, and acceptance of the manager's contractual obligations.

Frequently asked questions about Sales Manager Agreements

Answers to common questions about enforceability, signatures, withholding, and post-termination obligations.


Need help? Contact support

Essential clauses to include in the Sales Manager Agreement

A complete agreement addresses operational, financial, and legal aspects to reduce ambiguity and enforce expectations.

Parties

Identify full legal names of the company and manager, including business entity type for the employer and the manager's legal name for tax reporting.

Term

State the effective date and either fixed term or at-will status, and specify renewal or notice procedures for termination.

Duties

Describe job responsibilities, reporting relationships, quotas, and travel or customer coverage expectations in measurable terms.

Compensation

Spell out base salary, commission rates, thresholds, bonuses, and payment schedule to avoid later disputes.

Termination

Detail notice periods, cause definitions, severance, and procedures for final pay and commission settlement.

Confidentiality

Include nondisclosure, IP assignment, and post-termination return of materials, with duration and scope defined.

Operational provisions to operationalize commissions

Operational clauses ensure commissions are calculated consistently and disputes are minimized.

Commission Calculation

Define formula, eligible revenue, timing, and adjustments for returns, discounts, or chargebacks; include worked examples to clarify edge cases.

Territory and Accounts

List assigned territories or account lists and state rules for account transfer, grandfathering, and disputed account ownership.

Reporting Requirements

Specify required sales documentation, timing, and format for commission claims and approvals to enable timely payroll processing.

Audit Rights

Reserve the company's right to audit sales records and require cooperation for verification of commission calculations.

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.