Can this agreement be signed electronically?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided intent, consent, attribution, and retention requirements are satisfied.

Is notarization required for enforceability?

Not generally. Most sales rep contracts do not require notarization; specific circumstances or state rules may require notarization for particular clauses or collateral arrangements.

What if the rep disputes commissions after termination?

Resolve per the agreement's dispute resolution clause. Maintain clear commission calculations, supporting invoices, and the audit trail to support post‑termination accruals and payments.

How do I amend an executed agreement?

Use a written amendment signed by all parties; for electronic signatures, ensure the amendment is executed with the same intent and retention practices as the original agreement.

Who should sign on the company side?

An individual authorized to bind the company should sign, commonly a sales director, VP, or officer. Document signer authority to prevent enforceability challenges.

How long should I keep the signed agreement?

Retain for at least three years from filing or termination for tax and audit purposes; healthcare or other regulated matters may require six years or longer.

Electronic Signature
Templates
Sales
Sales Rep Agreement

Sales Rep Agreement

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

Sales Representative Agreement

This Sales Representative Agreement ("Agreement") is made effective as of by and between:

Principal / Seller

Company Name Billing Address

Contact Person

Phone

Email

Sales Representative

Representative Name Representative Address

Phone

Email

Tax ID / SSN

Recitals and Appointment

Principal manufactures or distributes the products described in Schedule A (the "Products") and desires to engage Representative to solicit orders for the Products in the territory and on the terms set forth below. Representative accepts such engagement as an independent contractor and not as an employee.

Territory

Appointment Type: Exclusive Non-exclusive

Schedule A — Products and Pricing

List of Products covered by this Agreement and standard pricing. Principal may attach a separate product schedule; entries below reflect the initial schedule.

Item	Description	Quantity	Unit Price	Total

Subtotal Taxes Shipping Total

Commission and Payment Terms

Principal shall pay Representative commissions based on net receipts from sales of Products solicited by Representative, as set forth below. Net receipts exclude taxes, shipping, returns, and discounts.

Commission Rate (Standard)

Commission on Special Pricing

Payment Frequency

Accepted payment methods: Wire Check ACH Credit Card

Late Payment Penalty

Sales Reporting; Records

Representative shall submit written or electronic sales reports to Principal on a basis, detailing orders taken, clients contacted, and commissions due. Principal shall have the right to audit Representative's records with reasonable notice.

Delivery; Risk of Loss

All orders are subject to Principal's acceptance. Delivery date (if applicable): . Shipping method:

Risk of loss and title shall pass to the buyer in accordance with the delivery terms chosen for each order. Principal shall not be liable for delays caused by carriers or events beyond Principal's reasonable control.

Warranties; Returns; Refunds

Principal warrants that Products sold shall conform to published specifications at the time of sale. Principal disclaims all other warranties to the fullest extent permitted by law. Return authorization must be obtained from Principal prior to return. Returns accepted within days subject to restocking fees of .

Independent Contractor; Non-Exclusive Remedies

Representative is an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship. Representative shall be solely responsible for all taxes and withholdings arising from commissions paid.

Non-Solicitation and Confidentiality

Representative shall not disclose Principal's confidential information and shall not solicit Principal's customers for competing products for a period of months following termination of this Agreement.

Indemnification; Limitation of Liability

Each party shall indemnify and defend the other from claims arising out of its own negligence, willful misconduct, or breach of this Agreement. Except for liability for willful misconduct or breach of confidentiality, neither party shall be liable for indirect, incidental, special, or consequential damages, and total liability shall not exceed the greater of commissions paid to Representative in the prior twelve (12) months or .

Term and Termination

The term of this Agreement commences on the Effective Date and shall continue for unless earlier terminated in accordance with this Agreement. Either party may terminate for convenience with days' written notice. Termination for cause may be immediate upon material breach.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of without regard to conflict of laws principles. Disputes shall be resolved by binding arbitration in the mutually agreed venue, and the arbitrator may award costs and reasonable attorneys' fees to the prevailing party.

Records Retention and Audit Rights

Representative shall retain sales records, order documentation, and customer communications for a minimum of months. Principal may audit these records upon reasonable notice and during normal business hours.

Entire Agreement; Amendments

This Agreement, together with any attached schedules, constitutes the entire agreement between the parties and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives of both parties.

Additional Provisions / Special Instructions

Principal — Printed Name:

Representative — Printed Name:

By:

Date:

What a Sales Rep Agreement Is and when it's used

A Sales Rep Agreement is a written contract that defines the relationship between a company and a sales representative, describing territory, products or services, compensation, and obligations. It sets performance expectations, intellectual property and confidentiality protections, non‑compete or non‑solicit clauses where permitted, and termination mechanics. The agreement can be used for employees, independent contractors, or agencies and typically covers commission formulas, payment timing, expense reimbursement, and dispute resolution procedures to reduce ambiguity and manage risk across sales activities.

Why a clear Sales Rep Agreement matters

A clear Sales Rep Agreement reduces disputes, defines payment terms and territory, and protects confidential information. Well‑written agreements make compensation predictable, support accurate tax reporting, and create enforceable obligations for both parties under applicable state and federal law.

Who commonly completes and signs a Sales Rep Agreement

The agreement is completed by companies hiring outside or inside sales representatives and by the representatives themselves when accepting the role.

Sales managers and directors who set territory and compensation for new reps.
Independent sales representatives contracting for commission-based work across territories.
Small business owners hiring commissioned sellers without a full HR department.

Signatories typically include an authorized company officer and the named sales representative; third parties such as legal counsel or HR may prepare or review the form.

Typical signers and their roles

Company Representative

An authorized officer, usually sales director or CEO, signs for the employer. This signer confirms authority to bind the company, accepts the commission schedule, and agrees to administrative obligations such as reporting and payment timelines.

Sales Representative

An individual or agency signs to accept the appointment, territory, and compensation terms. The rep should verify personal details, tax form requirements, and any restrictive covenants before signing to avoid future disputes.

Core sections to include in a professional Sales Rep Agreement

A complete agreement groups legal and operational items into clear sections to limit ambiguity and enable consistent execution across hires.

Parties

Identify full legal names, business entity types, and contact details for each party to ensure enforceability and alignment with tax and payment records.

Territory

Define geographic or account boundaries and exclusive or non‑exclusive rights so both parties understand where the rep may solicit business.

Compensation

Specify commission rates, triggers for payment, payment schedule, adjustments, clawbacks, and whether overrides or bonuses apply under defined conditions.

Term and Termination

State the agreement start date, renewal mechanics, and termination notice periods, including cause and convenience termination consequences.

Confidentiality and IP

Include nondisclosure language and clear ownership of customer lists, leads, and any work product created during the engagement.

Dispute Resolution

Set governing law, venue, and whether mediation or arbitration is required to resolve disputes arising under the agreement.

Step-by-step completion and signing workflow

Follow these steps to prepare, review, and execute a Sales Rep Agreement with clear auditability and minimal delay.

01

Prepare Draft: Populate core fields and attach commission exhibits.
02

Internal Review: Have legal or HR verify restrictive covenants and tax clauses.
03

Share for Signature: Send to the rep with instructions and supporting forms.
04

Execute and Archive: Collect signatures, save final PDF, and retain audit trail.

How executed agreements typically flow between parties

Execution workflows vary. Below are common routing steps that preserve authorizations and timestamps for later compliance or audit.

Sender Uploads: Upload agreement and add signature fields.
Assign Signers: Enter signer emails and signing order if required.
Signer Authentication: Signer verifies identity via email, SMS, or stronger ID checks.
Completion Notice: All parties receive executed copy and audit record.

Recommended online workflow settings for Sales Rep Agreements

Configure these settings in your eSignature tool to ensure consistent authentication, notifications, and audit data for each executed agreement.

Field	Configuration
Authentication	Email link by default; use SMS or KBA for higher assurance
Notifications	Auto reminders at 3 and 7 days; completion alert to HR
Conditional Fields	Show commission exhibits only when applicable
Audit Trail	Capture IP, timestamps, and signer actions

Digital signing requirements and file formats

Confirm the eSignature platform supports necessary formats, authentication methods, and integrations before sending agreements.

File Formats: PDF and DOCX preferred
Authentication: Email, SMS, or stronger options
Integrations: CRM and cloud storage

Key timing items and recurring deadlines to track

Track dates that affect commissions, tax reporting, termination notices, and record retention to avoid disputes and penalties.

Commission Payment Cycle:

Specify monthly or quarterly payment dates

Invoice Submission Deadline:

Define how long reps have to submit commission invoices

Termination Notice Period:

State days or months required for notice

Tax Reporting Window:

1099-NEC forms to recipients by Jan 31 each year

Record Retention Start:

Begin retention from effective or termination date

Common legal and financial risks to avoid

Backup Withholding: 24% if missing or incorrect TIN

Contract Disputes: Litigation costs and damages

Non‑compete Invalidity: Clause unenforceable in some states

Late Payments: Interest, penalties, reputational harm

Tax Reporting Failures: Penalties under IRC §6721

Data Breach Liability: Regulatory fines and remediation costs

Security and compliance features to require

Encryption: TLS 1.2/1.3 in transit

Data at Rest: AES‑256 encryption used

HIPAA Support: BAA available for covered workflows

Audit Trail: Detailed timestamps and IP addresses

Certifications: SOC 2 Type II and ISO 27001

Legal Compliance: ESIGN and UETA compliant

Frequent preparation mistakes to avoid

Using vague commission formulas without defined triggers causes disputes and retrospective reconciliation work involving accounting and legal teams.
Failing to collect correct tax identifiers (W-9) from reps can trigger backup withholding and complicate year‑end 1099 reporting for the payer.
Applying a non‑compete clause in jurisdictions that broadly prohibit them (for example, California) can render the clause unenforceable and invite litigation.
Omitting termination mechanics and post‑termination obligations frequently leads to ambiguity about residual commissions and customer ownership.

How organizations use Sales Rep Agreements in practice

Real-world examples show how standard clauses and eSignature workflows reduce administrative friction and speed execution.

Optica Ventures (COO)

The interface is simple and easy for teams to use, including external signees.

The team used templates to standardize offers.
As a result the company reduced turnaround time on executed rep agreements and improved consistency across deals while maintaining clear audit records for finance and legal.

Martin Properties (Founder)

The company processes and executes agreements entirely online across devices.

Mobile signing allowed reps to accept quickly.
This eliminated postal delays, ensured complete signature chains, and provided a verifiable audit trail useful during commission reconciliations and compliance reviews.

Typical eSignature vendor pricing and capability comparison

Compare starting costs and core capabilities for signing Sales Rep Agreements; signNow is listed first to match common procurement comparisons.

	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 free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

How to download, save, and manage executed agreements

Keep a consistent export and archival process so executed agreements are discoverable, tamper‑evident, and linked to accounting and CRM records.

Export Formats

Save final documents as PDF/A for archival; retain the platform's native audit record and a timestamped PDF copy for legal admissibility.

Audit Export

Export the audit trail alongside the signed PDF to preserve IP addresses, timestamps, and signer actions for compliance and dispute resolution.

Template Library

Store standardized agreement templates to reduce drafting errors and preserve consistent clause language across hiring and contractor engagements.

Version Control

Record document version history and who made edits to avoid ambiguity about which text was in effect at signing.

Key milestones from negotiation through post‑execution

A concise milestone sequence helps coordinate legal review, signatory action, and finance onboarding for new sales relationships.

01

Offer and Negotiation

Finalize commercial terms and exhibits before routing for signatures

02

Internal Approval

Legal and finance approve compensation and tax language

03

Execution

Both parties sign; capture audit trail and deliver executed copies

04

Onboarding and Payments

Add rep to payroll/accounts payable and start commission tracking

Frequently asked questions about Sales Rep Agreements and eSigning

Answers to common practical and legal questions about preparing, signing, and maintaining Sales Rep Agreements in the United States.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided intent, consent, attribution, and retention requirements are satisfied.
Is notarization required for enforceability?
Not generally. Most sales rep contracts do not require notarization; specific circumstances or state rules may require notarization for particular clauses or collateral arrangements.
What if the rep disputes commissions after termination?
Resolve per the agreement's dispute resolution clause. Maintain clear commission calculations, supporting invoices, and the audit trail to support post‑termination accruals and payments.
How do I amend an executed agreement?
Use a written amendment signed by all parties; for electronic signatures, ensure the amendment is executed with the same intent and retention practices as the original agreement.
Who should sign on the company side?
An individual authorized to bind the company should sign, commonly a sales director, VP, or officer. Document signer authority to prevent enforceability challenges.
How long should I keep the signed agreement?
Retain for at least three years from filing or termination for tax and audit purposes; healthcare or other regulated matters may require six years or longer.

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