Sales agent agreement template
An independent agent finds customers for a commission: authority limits, rate, statements and payment. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For a business and an independent sales agent who finds customers and passes on orders for a commission, settling the agent’s authority, the commission and its payment, reports and the end.
Many countries have mandatory rules for commercial agents, such as notice periods and compensation when the agreement ends, which this sample does not include; check them for the agent’s country.
What it covers
15 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Appointment
The Principal appoints the Agent as its independent sales agent, exclusive or not as you choose, to find customers and solicit orders in the territory.
2. Products and territory
Blanks for the products or services and the territory. The Principal may change products, prices and conditions and tells the Agent in advance where it can.
3. Authority of the Agent
The Agent promotes and passes on orders but cannot accept orders, sign contracts, give discounts or credit, collect money or promise more than the Principal publishes, and tells customers so.
4. Duties of the Agent
Diligent promotion, following reasonable instructions, approved materials only, prompt passing on of orders, complaints and market news, and no competing products while the agreement runs.
5. Duties of the Principal
Information, price lists, samples and materials for the Agent; a decision on each order within a set number of business days; news of deliveries, cancellations and payments that affect commission.
6. Commission
Blanks for the rate and for when commission is earned, on orders the Agent procured or from customers it introduced. No commission on rejected orders or unpaid amounts; what was already paid is set off.
7. Payment of commission
A statement every period within a set number of days, listing each order and its commission; payment within a set number of days of the statement; objections within a set period.
8. Reports and records
Regular activity and pipeline reports from the Agent. The Principal keeps the records commission depends on and lets the Agent or an accountant check them a set number of times a year.
9. Expenses
The Agent pays for its own business, travel, office and communication. An optional blank lists expenses the Principal reimburses against receipts.
10. Confidentiality
Prices, customer data and product plans stay private and are used only for this agreement, during it and for a set number of years afterwards; collected customer data is handed over or deleted at the end.
11. Non-solicitation
An optional clause: neither side actively encourages the other’s staff who worked on this agreement to leave for a set number of months. Delete it if you do not want it.
12. Term and termination
A set initial term that renews unless notice is given in time, and termination after a serious breach that is not put right. Mandatory notice periods under the applicable law stay untouched.
13. Commission after termination
Commission stays due on orders accepted before the end and on orders arriving within a set number of months that come from the Agent’s work, with a final statement. Mandatory rights on termination stay untouched.
14. Independent status
The Agent is its own business, not an employee: it organises its work, pays its own taxes and insurance and may represent non-competing principals. No employment, partnership or joint venture arises.
15. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
A price schedule is optional: add one if you want the amounts in a table, or write the agreed amount into the payment clause.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
Sales Agent Agreement (Commission)
Parties: Principal · Agent
1. Appointment
The Principal appoints the Agent as its independent, [[exclusive or non-exclusive]] sales agent to find customers and solicit orders for the products and services described below in the territory described below. The Agent accepts the appointment on the terms of this agreement.
2. Products and territory
Products and services: [[Products or services the Agent promotes]]
Territory: [[Country, region or customer group]]
The Principal may change the products, their prices and conditions of sale at any time and tells the Agent in advance where it reasonably can; orders already accepted are not affected.
3. Authority of the Agent
The Agent promotes the products, finds customers and passes their orders to the Principal. The Agent has no authority to accept orders, to conclude contracts, to grant discounts, credit or payment terms, to collect payments or to make promises or warranties beyond the Principal’s published materials, unless the Principal authorises it in writing or in electronic form for a specific case. The Agent makes clear to customers that it acts as the Principal’s agent and that every order needs the Principal’s acceptance.
4. Duties of the Agent
The Agent promotes the products diligently, follows the Principal’s reasonable instructions on prices, conditions and presentation, uses only materials the Principal provides or approves, and passes orders, complaints and relevant market information to the Principal without delay. During this agreement the Agent does not promote products that compete with the products [[Optional: unless the Principal has agreed in writing]].
5. Duties of the Principal
The Principal supplies the Agent with the product information, price lists, samples and marketing materials it needs. It decides on each order the Agent passes on within [[10]] business days and tells the Agent whether it accepted or rejected it, informs the Agent of deliveries, cancellations and payments that affect commission, and gives the Agent reasonable notice if it expects to accept significantly fewer orders than usual.
6. Commission
The Agent earns a commission of [[Commission rate in %]] of the net invoiced amount of every order the Principal accepts that the Agent procured in the territory or that is concluded with a customer the Agent introduced [[Optional: and of every order from customers in the territory, where the appointment is exclusive]]. The net invoiced amount excludes taxes, shipping, packaging, insurance and discounts granted. Commission is earned when [[the customer has paid the invoice, or the Principal has delivered the order]]. No commission is due on orders the Principal rejects or on amounts the customer does not pay for reasons the Principal is not responsible for; commission already paid on such amounts is set off against the next statement.
7. Payment of commission
The Principal sends the Agent a commission statement [[monthly or quarterly]], within [[15]] days after the end of the period, listing each order, its net invoiced amount and the commission earned. The Principal pays the commission shown within [[30]] days of the statement, on the payment terms of this contract, in [[Currency]]. The Agent raises objections to a statement within [[60]] days of receiving it.
8. Reports and records
The Agent reports to the Principal [[monthly]] on its activities, its pipeline and market developments. The Principal keeps records of the orders, invoices and payments on which commission depends and, on request and not more than [[once a year]], lets the Agent or an accountant bound to confidentiality check the entries that relate to the Agent’s commission.
9. Expenses
The Agent bears the costs of its own business, including travel, office and communication. [[Optional: expenses the Principal reimburses, e.g. trade-fair costs approved in advance, against receipts]]
10. Confidentiality
The Agent keeps the Principal’s non-public information, including prices, customer data and product plans, confidential, uses it only for this agreement and shares it only with staff who need it and are bound by similar duties, during this agreement and for [[3]] years after it ends. Customer data the Agent collects for the Principal is used only for this agreement and is handed over or deleted when it ends.
11. Non-solicitation
[[Optional: keep or delete this clause]] During this agreement and for [[6]] months after it ends, neither party actively encourages the other party’s staff who worked on this agreement to leave that party.
12. Term and termination
This agreement starts on the effective date and runs for [[12]] months. It then renews for further periods of [[12]] months unless either party gives notice in writing or in electronic form at least [[3]] months before the end of a period. Either party may terminate it if the other party seriously breaches it and does not remedy the breach within [[14]] days of being asked to. Notice periods and other rights the applicable law grants an agent or a principal and that cannot be shortened or excluded remain unaffected.
13. Commission after termination
After this agreement ends, the Agent remains entitled to commission on orders the Principal accepted before the end, and on orders received within [[3]] months after the end that are mainly the result of the Agent’s work during the agreement. The Principal sends a final statement within [[60]] days after the last of these orders is paid or delivered. The Agent returns samples, materials and customer data and stops presenting itself as the Principal’s agent. Rights the applicable law grants an agent on termination and that cannot be excluded remain unaffected.
14. Independent status
The Agent is an independent business and not an employee of the Principal. It organises its work, time and place itself, is responsible for its own taxes, social contributions, insurance and staff, and may represent other principals whose products do not compete with the products. This agreement does not create an employment, partnership or joint venture.
15. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Payment terms
[[When and how commission is paid, if any: e.g. within 30 days of each commission statement, by bank transfer to the account the Agent names]]
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
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Next steps
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What it is, and what it is not
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Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
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