Commission sales representative contract template (US)

Independent Sales Representative Agreement

This Agreement is made on Effective Date between Company Name, a Company Entity Type and State, at Company Address ("Company"), and Representative Name, at Representative Address ("Representative").

1. Appointment

Company appoints Representative as its Exclusive or Non-Exclusive sales representative to sell Products or Services to Customer Types in Territory, starting on Start Date.

2. Duties

Representative will look for customers, present Company's offerings accurately and pass on orders. Representative may make only the statements and offers Company has approved in writing, and may not bind Company to any contract. All orders are subject to Company's acceptance.

3. Commission

Company will pay a commission of Commission Percent% of Commission Base, such as Net Sales Received, not counting taxes, shipping and refunds. Commission is earned when When Commission Is Earned, and paid within Commission Payment Days days after the end of each Commission Period, with a written statement. Commission paid on an amount later refunded may be deducted from later commissions.

4. Expenses

Representative pays its own expenses, unless Company approves otherwise in writing first.

5. Independent Contractor

Representative is an independent contractor, controls how the work is done, and is responsible for its own staff, taxes and insurance. Nothing here creates employment, partnership or agency. Worker status depends on the actual relationship and on state law.

6. Conduct and Compliance

Representative will follow all laws that apply to its sales activity, including those on consumer protection, telemarketing, email marketing and anti-corruption.

7. Confidentiality

Representative will keep Company's price lists, customer lists and other non-public information confidential during this Agreement and for Confidentiality Period after it ends, and will return them at the end. This does not limit any right that cannot be waived by law.

8. Term and Ending

This Agreement runs for Initial Term and renews for like periods unless a party gives Notice Days days' written notice. Either party may end it at once for a material breach not cured within Cure Days days.

9. Commission After Ending

Company will pay commission on orders accepted before the end date, and on orders from customers Representative obtained if accepted within Tail Period after it. Many states have sales representative laws that set deadlines and penalties for unpaid commission, and those laws control where they apply.

10. Liability

NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, AND EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID OR OWED IN THE Liability Cap Months MONTHS BEFORE THE CLAIM, except for payment owed, indemnity for third-party claims, breach of confidentiality, or fraud or willful misconduct.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Company | Representative |

| --- | --- |

| Signature: Company Signature | Signature: Representative Signature |

| Name: Company Printed Name | Name: Representative Printed Name |

| Date: Company Signing Date | Date: Representative Signing Date |