SALES AGENCY AGREEMENT TEMPLATE

Appointment of Agent

• The Company appoints the Agent to promote and generate sales for the Company’s products and/or services (the “Products”) within the following territory or market segment:
  Territory: Territory.Description

• The appointment may be:

  • Exclusive, Non-Exclusive, or Limited (choose one)

• The Agent’s authority is limited to promoting and sourcing customers. The Agent may not enter into contracts, accept orders, provide warranties, or bind the Company in any way unless expressly authorized in writing.

Responsibilities of the Company

The Company agrees to:

• Provide the Agent with up-to-date price lists, product information, and marketing materials;

• Handle order approval, invoicing, fulfilment, delivery, and customer payments;

• Inform the Agent of any changes to pricing, products, or sales policies within Notice Period Days days before changes take effect;

• Deliver Products to customers in a reasonable and timely manner.

Responsibilities of the Agent

The Agent agrees to:

• Actively market and promote the Products in the assigned territory;

• Use only approved sales and promotional materials supplied or authorized by the Company;

• Forward all customer enquiries and order requests to the Company within Order Submission Time hours/days;

• Not offer discounts, incentives, or modified terms without written approval;

• Conduct themselves professionally and avoid any misleading statements or representations;

• Comply with all relevant Australian laws and trade practices.

Commission & Payment

1. The Agent will earn commission on successful sales generated through the Agent’s efforts.

2. Commission Rate: Commission.Rate% of the net sale amount (excluding taxes, shipping, and non-commissionable fees).

3. Commissions become payable once the Company has received full payment from the customer.

4. Commission Statement: The Company will provide the Agent with a monthly sales and commission summary by the Statement Day of each month.

5. Commission Payment Terms: Commission will be paid within Commission Payment Terms days from the issue of the monthly statement.

Intellectual Property

• All trademarks, logos, branding, product designs, written content, software, and marketing assets remain the exclusive property of the Company.

• The Agent is granted a limited license to use these materials solely for the purpose of fulfilling responsibilities under this Agreement.

• No modification or unauthorized reproduction of Company assets is permitted.

Confidentiality

• The Agent must keep confidential all non-public information received from the Company, including pricing, customer data, product specifications, and business practices.

• This obligation continues for Confidentiality Period years after the Agreement ends.

• Confidential information may only be shared when required by law or with written consent.

Term & Termination

• Term: This Agreement begins on the Effective Date and continues for Agreement Term unless terminated earlier.

• Termination by Notice: Either party may terminate the Agreement by giving Notice Days days written notice.

• Termination for Cause: Immediate termination may occur if either party:

  • Breaches the Agreement and fails to remedy the breach within Cure Period days

  • Engages in misconduct, fraud, negligence, or unlawful activity

  • Becomes insolvent or ceases to operate

• Upon termination:

  • The Agent must cease representing the Company and stop using Company branding;

  • All confidential information must be returned or securely destroyed;

  • Commissions remain payable for qualifying sales concluded prior to termination.

Relationship of the Parties

• The Agent operates as an independent contractor.

• Nothing in this Agreement creates a partnership, employment relationship, joint venture, or shared ownership.

• The Agent is responsible for their own taxes, insurance, superannuation, and expenses.

Liability & Indemnity

• The Agent is responsible for any losses arising from their negligence, misconduct, or breach of this Agreement.

• The Company is responsible for matters relating to its Products, including defects, warranty obligations, and fulfilment issues.

• Neither party is liable for indirect or consequential damages, except those required by Australian law.

Governing Law & Disputes

• This Agreement is governed by the laws of Governing State (e.g., NSW, VIC, QLD).

• If a dispute arises, the Parties agree to attempt good-faith negotiation before pursuing mediation or litigation.

• If unresolved, either Party may refer the matter to an appropriate court or tribunal within the governing jurisdiction.

General Provisions

• Entire Agreement: This document reflects the complete agreement between the Parties.

• Amendments: Any changes must be in writing and signed by both Parties.

• Assignment: Neither Party may assign their rights without prior written consent.

• Notices: All notices must be sent to the addresses listed in this Agreement via email or written correspondence.

Signatures