Independent Sales Contract Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The Independent Sales Contract is essential for businesses in New Zealand seeking to expand their sales reach through independent contractors rather than employed salespeople. This document is typically used when a company wants to engage sales representatives without creating an employment relationship, providing flexibility while maintaining professional standards. The agreement complies with New Zealand commercial law and includes crucial elements such as commission structures, territory definitions, performance expectations, and protection of intellectual property. It's particularly important for clearly establishing the independent contractor status to avoid potential misclassification under New Zealand employment law. The contract addresses key aspects including payment terms, reporting requirements, non-compete provisions, and termination conditions, while ensuring alignment with New Zealand's Contract and Commercial Law Act 2017 and related legislation.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Retail

Wholesale

Manufacturing

Technology

Consumer Goods

Professional Services

Industrial Products

Medical and Healthcare

Software and SaaS

Construction Materials

Agricultural Products

Financial Services

Telecommunications

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Procurement

Finance

Compliance

Human Resources

Contract Administration

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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