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Sales Use Authorization Form

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Sales Use Authorization Form

Principal Name:

Agent Name:

Effective Date:

Recitals

WHEREAS, Principal develops, manufactures or supplies the products and/or services identified in this Agreement and owns rights in the associated marks, sales literature, technical specifications and marketing materials; and

WHEREAS, Agent has requested authorization to solicit orders for Principal’s products and services and to use certain sales and marketing materials supplied or approved by Principal in connection with such solicitations; and

WHEREAS, Principal and Agent desire to set forth the terms and conditions under which Agent is authorized to market, solicit and/or sell Principal’s products and services within the Territory specified below.

Products and Territory

Scope of Work

Agent shall perform the following duties in good faith and in accordance with industry standards. Principal hereby authorizes Agent to take the actions specified below solely for the purpose of soliciting, marketing or closing sales of the Products within the Territory.

Payment Terms

Commission Rate (percentage of net sales to Agent):

Minimum Guarantee or Advance (if applicable):

Payments due within days of invoice. Late payments shall accrue interest at per month (or the maximum allowed by law), plus collection costs.

Method of Payment:

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Authorization without cause by providing days' prior written notice to the other party. Immediate termination for cause shall be permitted where a material breach is not cured within a commercially reasonable cure period, or where fraudulent or illegal conduct is established.

Confidentiality

Each party acknowledges that in the performance of this Authorization they may receive or have access to confidential and proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is publicly available, rightfully received from a third party without restriction, or independently developed without reference to Confidential Information disclosed hereunder.

Agent agrees to hold Confidential Information in strict confidence and not to disclose, use, or permit access except as necessary to perform duties under this Authorization. Upon termination, Agent shall return or destroy Confidential Information as instructed by Principal and shall certify such return or destruction in writing within days.

Agent acknowledges and agrees to the confidentiality obligations set forth above.

Compliance; Indemnification; Limitation of Liability

Agent shall comply with all applicable laws, regulations and industry standards in performing under this Authorization. Agent shall not make representations, warranties, or guarantees regarding the Products beyond those expressly authorized by Principal.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its own negligence, willful misconduct or breach of this Authorization. Except to the extent required by law, neither party shall be liable for incidental, consequential or punitive damages.

Governing Law

This Authorization shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. Venue for disputes shall be in the state or federal courts located within that state.

Entire Agreement

This Authorization, together with any written exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Authorization, in whole or in part, without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Notices: All notices required hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

Principal:

By:

Date:

Agent:

By:

Date:

Enter text✕

What the Sales Use Authorization Form Is and when it's used

A Sales Use Authorization Form is a written agreement that grants a third party the limited right to market, sell, resell, or otherwise use specified products, services, trademarks, or marketing materials on behalf of the owner. It defines parties, permitted activities, territorial limits, compensation or commission terms, reporting obligations, effective and termination dates, and any restrictions. The form is used to reduce ambiguity about rights and responsibilities, to document permission for resale or co-marketing, and to create a record suitable for signature, retention, and audit. Electronic signatures are generally acceptable under federal and state e-signature laws.

Why a clear Sales Use Authorization matters

A precise authorization reduces commercial disputes, clarifies compensation and reporting, and preserves intellectual property rights while enabling partners to act quickly. It provides a clear, enforceable record of the parties' agreement and the limits of permitted sales activity.

Why a clear Sales Use Authorization matters

Typical parties that complete a Sales Use Authorization Form

These forms are commonly used by organizations that delegate selling or distribution rights and need a written record of permitted activities.

  • Manufacturers and brand owners who appoint distributors or resellers to market goods and protect trademark use terms.
  • Distributors and resellers who require written permission to carry specific product lines and to report sales activity.
  • Independent sales agents or brokers authorized to solicit orders under stated commission and territory limits.

Use this form when you need a documented, signed authorization covering territory, term, compensation, reporting, and any IP or marketing constraints.

Essential sections every professional Sales Use Authorization should include

A complete form balances legal clarity with operational detail: clearly identify parties, permissions, compensation, limits, and the process for ending or amending the arrangement.

Parties

Full legal names and business types for both grantor and authorized party, including contact details and any registered agent information where relevant.

Scope

Specific description of products, services, trademarks, or marketing assets authorized for use, including permitted marketing channels and prohibited activities.

Territory & Term

Geographic limits, start date, and end date or renewal mechanics; include time zone for deadlines and whether exclusivity applies.

Compensation

Payment structure, commission rates, invoicing and payment schedule, currency, and any holdbacks or chargebacks described plainly.

Reporting & Records

Required sales reports, frequency, format, audit rights, and retention obligations for transactional records and supporting documents.

Termination & Liability

Conditions allowing termination, notice periods, post-termination wind-down, indemnities, and any limitations on damages or remedies.

Step-by-step: completing and executing the form

Follow these sequential steps to prepare, sign, and archive a valid authorization with minimal friction.

  • 01
    Prepare details: Populate parties, scope, term, compensation, and reporting sections accurately.
  • 02
    Review authority: Confirm signers have authority to bind their organizations before sending for signature.
  • 03
    Sign and authenticate: Obtain signatures, apply witness or notary if required, and capture signer identity evidence.
  • 04
    Archive record: Store the executed form and any exhibits according to retention policy and legal requirements.

Security and compliance elements to include with the form

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: IP, timestamp, signer actions retained
Access Controls: Role-based permissions and account management
HIPAA Options: BAA available where PHI is involved
Authentication: Email, SMS, or stronger MFA options
Records Export: PDF/A exports and CSV reports

Common legal and commercial risks from poorly completed forms

Unauthorized Use: May trigger infringement claims
Invalid Signature: Could render the authorization unenforceable
Tax Issues: Incorrect payments or reporting risks
Contract Disputes: Ambiguous terms increase litigation risk
IP Exposure: Poor limits can dilute trademarks
Data Breach: Leaks of sales data or PII

Key dates and timeline expectations

Track critical dates in the authorization to avoid unintended renewals, missed reports, or late termination notices.

Effective Date:

Date obligations and rights begin; use MM/DD/YYYY format

Report Deadlines:

Specify monthly or quarterly sales reporting due dates

Payment Schedule:

Define invoice due dates and payment terms clearly

Renewal Notice:

Set notice period for renewing or declining continuation

Termination Notice:

State required notice period and acceptable delivery methods

Representative eSignature pricing and feature comparison

Basic vendor pricing and feature availability for e-signature platforms used to execute Sales Use Authorization Forms; feature availability can vary by plan.

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 by plan Varies by plan Varies by plan Varies by plan
Bulk Send Available (Business Premium) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Common questions and practical answers about the form

Answers to frequent questions about enforceability, signing options, notarization, and retention for Sales Use Authorization Forms.


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