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Showroom Agreement

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SHOWROOM AGREEMENT

This Showroom Agreement (the Agreement) is made effective as of by and between:

Showroom Operator Name:    Address:

Exhibitor/Vendor Name:    Address:

WHEREAS

WHEREAS, Operator owns and manages a retail showroom and related display space located at the address specified above (the Showroom) for the promotion and sale of goods and services; and

WHEREAS, Exhibitor desires to display, promote and offer for sale certain products and materials (the Products) at the Showroom on the terms and conditions set forth in this Agreement; and

WHEREAS, Operator is willing to provide display space and related services to Exhibitor upon the terms set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Fee for Use of Showroom Space:

Deposit Amount (due to reserve space):    Remaining Balance Due:

Late Fee: If payment is not received by the due date, Exhibitor shall pay a late fee of per month on outstanding amounts, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than days prior to the intended termination date. Termination for material breach is permitted immediately upon written notice if the breaching party fails to cure the breach within 10 days after receiving written notice of the breach.

USE OF SPACE; DISPLAY STANDARDS

Exhibitor shall use the space only for lawful promotion, display and sale of the Products described in the Scope of Work, and shall maintain the display in a clean, professional condition consistent with Operator’s standards. Exhibitor shall not use the Showroom for storage of hazardous materials, for any unlawful purpose, or in a manner that creates a nuisance or safety hazard.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. For purposes of this Agreement, Confidential Information means information disclosed in any form that is designated as confidential or which, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years.

INSURANCE; INDEMNIFICATION

Exhibitor shall maintain, at its expense, commercial general liability insurance covering the Exhibitor’s operations at the Showroom with limits not less than One Million Dollars ($1,000,000) per occurrence. Exhibitor shall name Operator as an additional insured with respect to Exhibitor’s operations. Exhibitor shall indemnify, defend and hold harmless Operator and its officers, directors and employees from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of Exhibitor’s use of the Showroom, Exhibitor’s Products, or Exhibitor’s breach of this Agreement, except to the extent caused by the gross negligence or willful misconduct of Operator.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations, codes and ordinances in the performance of its obligations under this Agreement. Exhibitor shall secure and maintain all licenses and permits required to sell or display the Products and shall comply with all consumer protection, labeling and product safety laws applicable to the Products.

REMOVAL OF GOODS; DEFAULT

Upon expiration or earlier termination of this Agreement, Exhibitor shall remove all Products and personal property from the Showroom by the date specified by Operator. If Exhibitor fails to remove such property, Operator may remove and store such property at Exhibitor’s expense and Exhibitor shall be liable for reasonable storage and removal costs. In the event of Exhibitor’s material breach, Operator may suspend Exhibitor’s access to the Showroom and pursue any remedies available at law or in equity.

FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, governmental action, labor disputes, or shortage of materials; provided that the affected party promptly notifies the other party and uses commercially reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws rules. Any dispute arising under or in connection with this Agreement shall first be subject to good faith negotiation between authorized representatives. If unresolved, disputes shall be resolved by binding arbitration upon mutual agreement; if arbitration is not elected, the parties consent to the exclusive jurisdiction of the courts located in the state identified below.

ENTIRE AGREEMENT

This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach. The parties acknowledge that they have had the opportunity to review this Agreement with counsel.

Operator Printed Name:

By:

Date:

Exhibitor Printed Name:

By:

Date:

Enter text✕

What a Showroom Agreement Covers

A Showroom Agreement is a written contract that defines terms for displaying, promoting, and selling a manufacturer’s or vendor’s products in a third-party retail or gallery space. It allocates responsibilities for inventory, pricing, display, risk of loss, insurance, commissions or consignment splits, and the duration of the display period. The agreement typically addresses product handling, marketing support, return conditions, and termination rights to reduce disputes between the showroom operator and the supplying party.

Why Use a Written Showroom Agreement

A clear Showroom Agreement reduces ambiguity about who controls stock, who bears liability, and how revenue is split. It sets expectations for care, marketing, and pricing, and creates an enforceable record of parties’ obligations under U.S. electronic signature law (ESIGN Act and UETA where applicable).

Why Use a Written Showroom Agreement

Who Typically Prepares and Signs This Agreement

The document is used by manufacturers, distributors, showroom operators, gallery owners, and independent sales representatives to formalize display and sales arrangements.

  • Manufacturer or Vendor representative — signs to grant display rights, specify consignment or sale terms, and document insurance and shipping responsibilities.
  • Showroom or Retail Manager — signs to accept inventory, confirm display requirements, and record sales reporting obligations.
  • Independent Sales Rep or Agent — signs when acting as intermediary, to document commission splits and territory or exclusivity provisions.

Use signatures from authorized corporate officers or designated agents; the agreement should name signatories and their authority to bind each party.

Essential Clauses to Include

A professional Showroom Agreement balances operational details with legal protections. Include clauses that make responsibilities and remedies clear while preserving flexibility for typical showroom operations.

Scope of Display

Specify which products, quantities, and display locations are covered, plus any exclusivity or territory limits that apply to the showroom placement.

Term and Termination

Define start and end dates, notice periods for termination, cure periods for breaches, and procedures for removal of unsold goods at termination.

Financial Terms

State pricing, commission or consignment percentages, payment timing, and accounting/reporting cadence for sold items and returns.

Risk and Insurance

Allocate risk of loss, require insurance coverages (general liability, property), and specify responsibility for theft, damage, or shipping losses.

Operational Duties

Cover product handling, display maintenance, signage, marketing support, inventory audits, and how returns or repairs will be managed.

Legal Protections

Include indemnity, limitation of liability, intellectual property license for branding, confidentiality, and governing law clauses.

Step-by-Step: Completing a Showroom Agreement

Follow a consistent sequence to reduce errors and ensure all operational, financial, and legal items are addressed before execution.

  • 01
    Draft Review: Confirm parties, product list, and financial terms; resolve open items with the counterparty before circulation.
  • 02
    Internal Approval: Obtain sign-off from procurement, sales, legal, and finance as required by company policy.
  • 03
    Prepare Final Copy: Insert final data into the fillable template and freeze editable fields for signing.
  • 04
    Sign and Exchange: Execute signatures in the agreed order and distribute fully executed copies to all parties.

How to Configure an Online Signing Workflow

Set up a digital workflow that enforces field completion, signer order, and authentication to improve reliability and auditability.

Field Configuration
Signer Order Specify sequential or parallel signing to match approval flows
Required Fields Mark product, price, signature, and date fields as mandatory
Authentication Choose email link, SMS code, or KBA depending on risk
Notifications Enable reminders and completion receipts for all signers

Where to Send or File the Executed Agreement

Decide centralized storage and operational routing in advance so executed copies are available for finance, inventory, and legal teams.

  • Operations Copy: Send a PDF to showroom operations and receiving for inventory onboarding
  • Finance Copy: Provide signed copy to accounts payable/receivable for commission processing
  • Legal Repository: Store executed agreement in contract management or shared legal folder
  • Vendor Records: Give vendor/manufacturer a countersigned copy for their files

Digital Signing and Platform Considerations

Choose a signing platform that supports required authentication, audit trails, and secure storage for commercially sensitive product and pricing data.

  • Integrations: Integrates with CRM and storage platforms such as Salesforce, NetSuite, Google Workspace, Box, and Microsoft 365.
  • Security: Supports TLS 1.2/1.3 in transit and AES-256 at rest; SOC 2 and ISO 27001 compliance recommended for enterprise records.
  • Authentication: Provides email links, SMS codes, and optional advanced authentication for higher-risk transactions.

Retain the audit trail and signed PDF in your contract repository; confirm the platform can export PDF/A-compatible signed files and maintain chain-of-custody metadata.

Common Deadlines and Timing Expectations

Track key dates for onboarding, inventory acceptance, reporting, and payments to meet financial and operational commitments in the agreement.

Onboarding Window:

Typically 7–30 days to receive, inspect, and display goods

Sales Reporting:

Monthly or quarterly reporting is typical; specify day-of-month for delivery

Payment Terms:

Common terms: Net 30 or Net 45 after report reconciliation

Insurance Proof:

Provide certificates before goods arrive or on first delivery

Notice Periods:

Termination notice commonly 30–90 days depending on stock removal needs

Key Milestones in the Agreement Lifecycle

Sequence the agreement's operational milestones so each team knows their actions and deadlines during onboarding, active display, and wind-down.

01

Agreement Effective

Execution triggers inventory preparation and insurance confirmations

02

Inventory Delivery

Goods shipped and received at showroom; inspection and acceptance occur

03

Active Display Period

Ongoing display, sales monitoring, and marketing activities

04

Contract Closeout

End of term actions: unsold goods return and final accounting

Common Mistakes to Avoid

  • Vague product descriptions that cause inventory mismatches and disputes between parties.
  • Missing explicit payment timing or whether commissions are based on gross or net sales.
  • Failure to name the insurance policyholder and required limits, causing claim denials.
  • Not specifying removal procedures and costs at contract termination.

Consequences of an Incorrect or Incomplete Agreement

Financial Disputes: Delayed or disputed payments
Inventory Loss: Unclear risk allocation can shift loss to the wrong party
Legal Liability: Indemnity gaps expose parties to third-party claims
Regulatory Exposure: Improper consumer disclosures can breach state consumer laws
Contract Unenforceability: Unsigned or improperly signed agreements may be challenged
Operational Disruption: Ambiguous procedures slow inventory turnover and reporting

Essential Data Elements to Capture

Legal Entity: Full name
Authorized Signer: Name and title
Contact Info: Street, city, state, ZIP
Product Identifiers: SKU or model numbers
Payment Terms: Percentage or Net X days
Insurance Details: Limits and policyholder

eSignature Pricing and Feature Comparison

Compare signNow with common eSignature vendors across baseline features and compliance relevant to executing and storing Showroom Agreements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Plan Yes, 7-day trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical Examples of Showroom Agreements

Real-world scenarios show how parties tailor agreements to their operational context and risk tolerance.

Retail Consignment Example

A boutique accepted seasonal clothing on consignment to avoid upfront purchase risk.

  • The vendor set a 60-day display term with monthly sales reports.
  • At closeout the parties used the contract’s return procedure and settled commission payments after a joint inventory audit, avoiding a dispute over missing items by relying on the documented SKU list and inspection notes.

Manufacturer Pop-up Agreement

A manufacturer placed a pop-up within a mall for a 90-day promotional period.

  • The agreement required special display insurance and mall consent.
  • The contract specified short-form termination notice and an expedited removal timeline to comply with mall rules, and included a marketing co-op budget allocation that clarified cost-sharing for in-store promotions.

FAQs and Troubleshooting for Showroom Agreements

Answers to common questions about signing, execution, and disputes related to showroom placements.


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