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Sales Agreement For Agency

(Detailed)

1. Introduction. Agreement made [date] between [name], with offices at [address] (Principal), and [name], whose offices are at [address] (Agent).

2. Creation of Agency. Principal appoints Agent Principal's exclusive sales agent for [city] (Territory) to sell [product], manufactured by Principal. Agent accepts the appointment.

3. Date Agency Begins. The agency shall begin on [date] and continue until terminated in accordance with the provisions of this Agreement.

4. Agent's Duties. In furtherance of the agency, Agent undertakes performance of the following duties and obligations:

a. Sales Office and Showroom. Agent will maintain at least one sales office and showroom in the Territory during the term of this Agreement and any extensions of the term. Agent will maintain a sales staff sufficient to further the purposes of this Agreement.

b. Full Time. Agent will devote Agent's full time to the sale of Principal's products and will take on no other lines, whether competitive or not.

c. Sales Confined to Territory. Agent will not solicit any sales outside the Territory, directly or indirectly.

d. Orders Forwarded to Principal--Not Binding Until Accepted. Agent shall forward all orders taken by Agent or Agent's staff to Principal as quickly as possible. No order shall be binding upon Principal until accepted by Principal.

e. Sales Price. Agent and Agent's staff will make quotations and take orders at those prices and terms only as are set by Principal from time to time and of which Principal notifies Agent.

5. Principal's Representations. Principal represents as follows:

a. Sales in Territory. Principal will not solicit orders for [product] in the Territory nor permit others to do so. Should Principal inadvertently breach this representation, any sale involved will be credited to Agent, and Agent will be entitled to the commission, provided in Paragraph 6, on the sale.

b. Advertising. Principal will spend a minimum of ........ dollars ($........) in any calendar year on media advertising in the Territory, the form of the advertising and the medium to be used to be solely Principal's choice. Principal is not obligated to spend more than ........ dollars ($........) in any calendar year. The cost of national advertising or regional advertising in an area that includes the Territory shall be charged against the minimum and maximum figures by applying to the total cost of such advertising a fraction in which the numerator is the number of people between the ages of [range of ages] in the Territory and the denominator is the number of people between the same ages in the entire area in which the advertising appeared.

c. Samples. Principal will furnish Agent with samples of Principal's [product] in reasonable quantities and as required by Agent.

d. Assistance if Changes in Product Introduced. If Principal introduces change in [product], Principal shall familiarize Agent and Agent's staff with the nature and purpose of the changes through visits by one or more of Principal's employees at Agent's selling offices.

6. Remuneration. As full remuneration for Agent's services, Principal shall pay Agent ........ percent (........%) of Principal's net billings for all sales of Principal's [product] made in the Territory. As used in this Paragraph, net billing means the total of all invoices for sales of Principal's [product] made in the Territory, less taxes and charges for shipping and insurance included on the invoices.

[Alternative Paragraph]

6. Remuneration. As full remuneration for Agent's services, Principal shall pay Agent ........ percent (........%) of net billings, up to ........ dollars ($........) for all sales of Principal's [product] made in the Territory in each fiscal year; ........ percent (........%) of net billings over ........ dollars ($........) and less than ........ dollars ($........) in each fiscal year; and ........ percent (........%) of net billings over ........ dollars ($........) in each fiscal year. A fiscal year for the purpose of this Paragraph shall commence on [month and day] and end on [month and day]. As used in this Agreement, net billings means that total of all invoices for sales of Principal's [product] made in the Territory, less taxes and charges for shipping and insurance included on the invoices.

7. Accountings to Agent. Principal shall send to Agent a copy of each invoice that Principal issues for sales of Principal's [product] made in the Territory. No later than the [number] of each month, Principal shall send to Agent a statement of all sales of [product] made in the Territory, broken down by customer and account together with a computation of the sum due to Agent on these sales. A check for any sums due to Agent shall accompany this statement.

8. Term of Agreement. The term of this Agreement shall be for [number] years, commencing with the date on which the agency begins as set out in Paragraph 3.

9. Extension of Agreement. This Agreement may be extended for an additional term of [number] years by written notice from Principal to Agent, addressed to Agent at the address to which Principal sends accountings and payments, mailed by registered or certified mail, and posted no later than [number] months before the end of the original term.

10. Early Termination of Agreement. This Agreement may be terminated by Principal at any time during the term or extended term, upon the occurrence of any of the following events:

a. Agent's death

b. Disability of Agent that renders Agent incapable of performing the obligations under this Agreement for a period of [number] consecutive months

c. Agent's insolvency, including the filing of a voluntary or involuntary petition in bankruptcy court against Agent, the execution of an assignment for the benefit of Agent's creditors, a levy or attachment on Agent's property or the placing of a lien on Agent's property that is not discharged within [number] days

d. Failure to meet the sales quotas set out in Paragraph 11

Should Principal decide to terminate this Agreement for any of these reasons, Principal must give Agent at least [number] weeks' written notice. This notice shall be addressed to Agent at the address to which Principal sends accountings and payments, mailed by registered or certified mail, posted no later than [number] weeks after the occurrence of the event giving rise to the termination. If Principal fails to notify Agent of the termination of this Agreement within the [number] week period, Principal shall be deemed to have waived Principal's right to do so, but only with regard to the particular event that gave rise to the right to terminate and not as to any other events, past or future.

11. Sales Quotas. As set out in Paragraph 10, Principal may terminate this Agreement if Agent fails to meet the following sales quotas: ........ dollars ($........) in net billings in the first fiscal year of the agency; ........ dollars ($........) in net billings in the second fiscal year; and ........ dollars ($........) in net billings in the third fiscal year.

[Alternative Paragraph]

11. Sales Quotas. As set out in Paragraph 10, Principal may terminate this Agreement if Agent fails to meet the following sales quotas: (a) [number] units of Principal's (product] in the first fiscal year of the agency; (b) [number] units of Principal's [product] in the second fiscal year; and (c) [number] units of Principal's [product] in the third fiscal year.

12. Parties Not Partners. This Agreement does not constitute an agreement for a partnership or joint venture between Principal and Agent. All expenses and costs incurred by Agent in meeting Agent's obligations under this Agreement shall be solely those of Agent, and Principal shall not be liable for their payment. Agent can make no commitments with third parties that are binding upon Principal without Principal's written consent, and Agent in no way shall hold Agent out as having that power.

13. Agreement Not Assignable by Agent. This Agreement is personal to Agent, and Agent cannot assign or delegate Agent's rights or duties to a third party, whether by contract, will, or operation of law, without Principal's prior written consent. Any attempt to do so shall be void.

14. Agreement Assignable by Principal. This Agreement shall inure to the benefit of Principal's successors and assigns.

15. Governing Law. Regardless of where this Agreement was executed or is to be performed, the laws of [state] shall be applicable to all disputes that may arise between Principal and Agent.

[name]

By: [signature]

Principal

[signature]

Agent

*** If Required By State Law ***

This Section for Notary:

Acknowledgment

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.

Signature ________
Notary

My commission expires: _____

(Seal)