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Sales Agency Agreement
This Agreement is made this ________ day of _______, 20__ in __________, ______________ by _______________ ["Principal"] and _____________ ["Agency"];
Whereas, the Principal is the owner and operator of a business known as _______________ which is engaged in the business of _____________;
Whereas, the Principal desires to employ the Agent for, and the Agent is willing to act for the Principal in, selling ____________________. Now therefore in consideration of the mutual covenants and promises contained herein, it is agreed as follows:
1. The Principal shall employ the Agent as his ________ [sole and exclusive] [non-exclusive] Agent to solicit orders for the sale of ___________________, at the price(s) and on such other terms and conditions established by the Principal, in the following geographic area:
2. The Agent hereby accepts such appointment and agrees to devote his best efforts to solicit orders but shall have no authority, right or power to accept any order, or to assume or create any obligation on behalf of the Principal.
3. The Agent shall not engage in the selling of ___________ for any competitor of the Principal.
4. In full compensation of the services of the Agent, the Principal shall pay the Agent _____ % of the sales price of all sales of __________ by Agent during the term of this agency. Said commission shall be paid ___________.
5. This Agency Agreement shall commence ______, 20 __ and terminate ________________, 20 __ unless earlier terminated by the Principal for just cause or by the mutual agreement of the Principal and Agent.
6. This Agency is personal and the Agent shall not sell, assign, convey or otherwise transfer his rights hereunder.
7. Amendments of this agreement shall be by mutual consent of the parties only in writing.
8. Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
9. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
10. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
11. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
12. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
13. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
14. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
15. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
16. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
17. Applicable Law. This Agreement shall be governed by the laws of the State of _____.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at _________ (City), ________ (State).
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____