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Independent Sales Contract
"I need an Independent Sales Contract for engaging a sales representative to sell our medical equipment exclusively in the South Island of New Zealand, with a minimum sales target of NZD 500,000 per quarter and a tiered commission structure starting from March 2025."
1. Parties: Identification of the principal company and the independent sales representative, including full legal names, addresses, and company/GST registration numbers
2. Background: Context of the agreement, including the principal's business nature and desire to engage independent sales representatives
3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Commission', 'Intellectual Property', and other relevant definitions
4. Appointment and Scope: Terms of appointment, including territory allocation, exclusivity/non-exclusivity, and scope of authorized activities
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination by either party
6. Independent Contractor Status: Clear statement of independent contractor relationship, disclaimer of employment relationship, and related tax/liability implications
7. Obligations of Sales Representative: Core duties, performance standards, reporting requirements, and compliance obligations
8. Obligations of Principal: Support, training, marketing materials, and other commitments from the principal company
9. Commission Structure: Detailed commission calculations, payment terms, and conditions for earning commission
10. Intellectual Property and Confidentiality: Protection of company IP, confidential information handling, and post-termination obligations
11. Insurance and Liability: Insurance requirements and allocation of liability between parties
12. General Provisions: Standard clauses including governing law, dispute resolution, entire agreement, and amendments
1. Non-Compete Clause: Restrictions on competing activities during and after the agreement term - include when protecting market position is crucial
2. Performance Targets: Specific sales targets and consequences of meeting/missing them - include when implementing performance-based retention
3. Training Requirements: Mandatory training programs and certifications - include when products require specific expertise
4. Customer Data Protection: Specific provisions for handling customer information - include when dealing with sensitive customer data
5. Marketing Guidelines: Specific rules for marketing and representing products - include when brand consistency is crucial
6. Sub-contractor Rights: Rights and conditions for engaging sub-contractors - include when allowing delegation of duties
7. International Sales Provisions: Special terms for international sales - include when territory includes multiple countries
1. Schedule 1: Product List: Comprehensive list of products/services the representative is authorized to sell
2. Schedule 2: Commission Rates: Detailed commission structures, including any variations by product type or volume
3. Schedule 3: Territory Definition: Detailed description of geographical territory and any excluded accounts/customers
4. Schedule 4: Sales Targets: Specific performance metrics and evaluation criteria
5. Schedule 5: Reporting Templates: Standard forms for sales reports and performance tracking
6. Appendix A: Company Policies: Relevant company policies the representative must comply with
7. Appendix B: Marketing Guidelines: Detailed guidelines for product representation and brand usage
Authors
Commencement Date
Commission
Company
Confidential Information
Customer
Effective Date
Force Majeure Event
GST
Intellectual Property
Net Sales
Order
Performance Targets
Products
Purchase Order
Quarter
Representative
Sales Report
Services
System
Term
Territory
Trade Marks
Working Day
Year
Approved Customer
Business Hours
Commission Period
Competing Business
Existing Customers
Key Performance Indicators
Marketing Materials
Minimum Performance Requirements
New Customers
Payment Terms
Permitted Purpose
Price List
Related Company
Sales Documentation
Termination Date
Valid Order
Term
Territory
Independent Contractor Status
Commission
Payment Terms
Performance Requirements
Reporting Obligations
Training and Support
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Termination
Force Majeure
Insurance
Indemnification
Record Keeping
Audit Rights
Marketing and Promotion
Customer Relations
Product Knowledge
Quality Standards
Compliance with Laws
Data Protection
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Variation
Notices
GST and Taxation
Sub-contracting
Brand Protection
Customer Data
Product Returns
Third Party Rights
Retail
Wholesale
Manufacturing
Technology
Consumer Goods
Professional Services
Industrial Products
Medical and Healthcare
Software and SaaS
Construction Materials
Agricultural Products
Financial Services
Telecommunications
Legal
Sales
Business Development
Commercial Operations
Procurement
Finance
Compliance
Human Resources
Contract Administration
Sales Director
Commercial Manager
Business Development Manager
Independent Sales Representative
Sales Agent
Channel Manager
Territory Manager
Regional Sales Manager
Chief Revenue Officer
Sales Operations Manager
Contract Administrator
Legal Counsel
Procurement Manager
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