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Non Exclusive Sales Agreement
"I need a Non-Exclusive Sales Agreement for my software company to appoint multiple sales representatives across South Africa's major provinces, with a commission structure that includes both software license sales and maintenance contracts, starting March 2025."
1. Parties: Identification and details of the Principal/Supplier and the Sales Agent/Representative
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Appointment and Scope: Non-exclusive appointment of the sales representative and scope of authority
5. Territory: Geographic area or market segment where the sales representative is authorized to operate
6. Duration and Term: Period of the agreement, including commencement date and renewal terms
7. Products and Services: Description of products/services the sales representative is authorized to sell
8. Pricing and Commission Structure: Commission rates, calculation methods, and payment terms
9. Obligations of the Sales Representative: Duties, responsibilities, and performance standards
10. Obligations of the Principal: Support, training, and resources to be provided by the principal
11. Reporting Requirements: Regular reporting obligations and performance metrics
12. Intellectual Property: Usage rights and protection of trademarks, logos, and other IP
13. Confidentiality: Protection of confidential information and trade secrets
14. Termination: Grounds for termination and termination procedures
15. Post-Termination Obligations: Obligations and restrictions after agreement ends
16. General Provisions: Standard legal clauses including notices, governing law, etc.
1. Performance Targets: Specific sales targets and consequences of meeting/missing them - include when performance-based incentives are part of the agreement
2. Training and Support: Detailed training and support provisions - include when extensive training is required
3. Marketing and Promotion: Marketing responsibilities and cost-sharing - include when marketing is a significant component
4. Non-Compete Provisions: Restrictions on competing activities - include when protecting market share is crucial
5. Sub-Agents: Rights and procedures for appointing sub-agents - include when sub-agents may be needed
6. Insurance Requirements: Specific insurance coverage requirements - include for high-risk products/services
7. Data Protection: POPIA compliance and data handling procedures - include when personal information is processed
8. Force Majeure: Provisions for unforeseen circumstances - include when long-term or high-value contract
1. Schedule 1: Product List: Detailed list of products/services with specifications and pricing
2. Schedule 2: Commission Structure: Detailed commission rates, tiers, and calculation methods
3. Schedule 3: Territory Definition: Detailed description of geographic territories or market segments
4. Schedule 4: Performance Metrics: Specific KPIs and measurement criteria
5. Schedule 5: Reporting Templates: Standard forms and templates for required reports
6. Appendix A: Standard Operating Procedures: Detailed procedures for order processing and fulfillment
7. Appendix B: Marketing Guidelines: Brand guidelines and approved marketing practices
8. Appendix C: Training Manual: Product knowledge and sales process documentation
Authors
Applicable Laws
Business Day
Commencement Date
Commission
Confidential Information
Consumer Protection Act
Competition Act
Customer
Effective Date
Force Majeure Event
Intellectual Property Rights
Initial Term
Net Sales
Orders
Party/Parties
Principal
Products
Purchase Order
Quarter
Renewal Term
Representatives
Sales Report
Sales Target
Services
Specifications
Sub-Agent
Target Market
Term
Territory
Trade Marks
VAT
Year
Authority
Commission
Competition
Compliance
Confidentiality
Data Protection
Dispute Resolution
Duration
Force Majeure
Governing Law
Indemnification
Insurance
Intellectual Property
Non-Compete
Non-Solicitation
Notice
Payment Terms
Performance Requirements
Representations and Warranties
Reporting
Severability
Termination
Territory Rights
Training and Support
Variation
VAT and Taxation
Waiver
Whole Agreement
Manufacturing
Retail
Wholesale
Technology and Software
Professional Services
Consumer Goods
Industrial Products
Telecommunications
Financial Services
Healthcare and Medical Supplies
Automotive
Agriculture
Construction Materials
Energy and Utilities
Legal
Sales
Commercial
Business Development
Compliance
Operations
Finance
Executive Leadership
Contract Administration
Risk Management
Sales Director
Commercial Manager
Business Development Manager
Sales Representative
Channel Manager
Legal Counsel
Contracts Manager
Chief Commercial Officer
Regional Sales Manager
Territory Manager
Account Executive
Sales Operations Manager
Managing Director
Chief Executive Officer
Compliance Officer
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