Sales Representative Agreement (Canada)

Sales Representative Agreement for use in all provinces except Quebec.

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A sales representative agreement is an agreement between a company and an individual, a sales representative, who will represent the company and sell the company’s good or services. Generally, a sales representative will be paid by commission.

The sales representative agreement serves a number of beneficial purposes. It provides the sales representative with the basic conditions, project parameters and terms of payment for his/her service to the company. The sales representative agreement can also protect the company by, among other things, clarifying the company’s expectations for the sales representative, laying out reasons for termination of the relationship, etc. This form also includes confidentiality and non-solicitation provisions.

This form also includes special formatting features to assist you in completing the agreement.

This form can be used in the following provinces: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
Sales Representative Agreement 
 
 
THIS AGREEMENT made as of [Date (i.e. July 31, 2003)] between [Name of Employer], of [Address of Employer] (the “Company”) and [Name of Employee], of [Address of Employee] (the “Sales Representative”)
 
WHEREAS the Company carries on the business of [Type of Business Carried on by Employer (i.e. Software Consulting)] under the  of [Trade Name of Employer (i.e. ABC Systems Consulting)]” (the “Business”);
AND WHEREAS the Company and the Sales Representative wish to enter into a sales representative agreement governing the terms and conditions of employment;
NOW THEREFORE this agreement witnesses that in consideration of the foregoing and the mutual covenants and agreements set out below and of other good and valuable consideration, the parties hereby agree as follows:
1.   Term of Employment. The employment of the Sales Representative shall commence on the date hereof and continue for an indefinite term until terminated in accordance with the provisions of this Agreement.
2.   Duties and Responsibilities of Sales Representative. The Sales Representative shall be employed in the capacity of a sales representative and shall be responsible for the following duties and responsibilities:
(a)   to sell the Companys [Describe the products/services to be sold by sales representative] within the [Describe the geographic area in which sales representative is to sell the products/services] area (the “Territory”) and to promptly forward all leads and secured orders to the Company;
(b)   to faithfully and accurately represent the Company, its policies, and  to potential and current customers, and to use  best efforts to promote the interests of the Company;
(c)   to report to the sales manager [State frequency of reporting; ex. “once per week,“every Friday,” etc.] to discuss sales activity and related issues;
(d)   to immediately inform the sales manager of all problems relating to the Business and the Companys customers within the Territory;
(e)   to meet, fulfil, and satisfy the minimum monthly quota set forth in paragraph 5 below; and
(f)   to inform the sales manager if  plans or intends to represent any other business firm during the duration of  employment with the Company.
3.   Non-Competition. The Sales Representative hereby represents and declares that  does not currently represent any other business firm. The Sales Representative also hereby agrees and covenants that, during the duration of this Agreement,  shall not represent any business or product line which is in competition with the Company, either within or outside the Territory.
4.   Remuneration. The Sales Representative shall be paid on a commission basis by the Company as follows:
(a)   The Company shall pay to the Sales Representative a commission of [Commission rate in percentage format] of all prepaid sales for all [Describe the products/services to be sold by sales representative]  sold within the Territory, except as stated in Paragraphs 4(c) and 4(d) below.
(b)   The Company shall pay to the Sales Representative a commission of [Commission rate in percentage format] of all credit sales for all [Describe the products/services to be sold by sales representative]  sold within the Territory, except as stated in Paragraphs 4(c) and 4(d) below.
(c)   Except by special arrangement, the Company shall not pay to the Sales Representative any commission for the following :
[List products on which Sales Representative will not receive Commission].
(d)   Prior to the sale, the Company shall negotiate with the Sales Representative the commission percentage to be paid on all special orders and orders for which the Company allows a quantity discount or trade concession.  A “special order” shall mean any order which contains terms and/or conditions or involves products and/or services which are not common in typical orders processed by the Company in its ordinary course of business.
(e)   Commissions paid by the Company to the Sales Representatives on products which are returned by the customer after the date of sale shall be deducted from future commissions paid by the Company to the Sales Representative.
5.   Minimum Monthly Quota. After discussion with the Sales Representative, the sales manager shall set, at his or her sole discretion, a reasonable minimum monthly quota expected of the Sales Representative per month.
6.   Sales Materials. The Company shall provide the Sales Representative with reasonable quantities of product samples, business cards, brochures, and/or catalogues as may reasonably be required for sales purposes.
 
7.   Termination of Employment. The employment relationship may only be terminated as follows:
(a)   Probationary Period. The parties hereto agree that, during the initial [three] ([3]) month period of this Agreement (the “Probationary Period”), either party may terminate the employment relationship at any time without justifiable reason or just cause with [one] ([1]) weeks advance notice of termination in writing.
(b)   Termination by the Company. During the Probationary Period and subsequent thereto, the Company may terminate the employment of the Sales Representative at any time:
(i)   with just cause, in which case the Sales Representative is not entitled to any advance notice of termination or compensation in lieu of notice; and
(ii)   without just cause, in which case the Company shall provide the Sales Representative with [two] ([2]) weeks advance notice of termination.
(iii)   It is specifically understood and agreed that upon fulfillment of the obligations set out in paragraph 7(b)(ii) above, the Company has no further obligation to the Sales Representative for notice or damages whether at common law, equity, or otherwise.
(c)   Termination by the Sales Representative. The Sales Representative may terminate  employment with the Company at any time after the conclusion of the Probationary Period by providing the Company with at least [two] ([2]) weeks advance notice.
(d)   Payment of Unpaid Commissions. Upon termination of the employment relationship in accordance with the provisions of this Agreement, the Company shall pay to the Sales Representative all unpaid commissions less any deductions set forth in paragraph 4(e) within [thirty] ([30]) days after the date of termination. If any products for the sale of which a commission was paid to the Sales Representatives are returned after the payment of unpaid commissions set forth in this paragraph 7(d), the Sales Representative shall immediately remit to the Company any commissions related thereto upon receiving notice of the return by the Company.
(e)   Return of Sales Materials. Upon termination of the employment relationship, the Sales Representative shall promptly return to the Company all sales materials given to him by the Company including, but not limited to, all product samples, business cards, brochures, and catalogues.
8.   Confidentiality. 
(a)   The Sales Representative acknowledges that during the course of  employment with the Company,  will acquire information about certain confidential matters and trade secrets (hereinafter “Confidential Information”), relating to or arising from the business, its operations, methods, activities, procedures, computer programs, and other data of the Company, and which information is the exclusive property of the Company.
(b)   The Sales Representative hereby covenants and agrees at all times during  employment and for [twelve] months thereafter that  will not disclose any Confidential Information or use any Confidential Information for any purpose whatsoever other than for the benefit of the Company during  employment; and shall maintain secrecy with respect to the Confidential Information unless expressly authorized by the Company in advance and in writing.
9.   Non-Solicitation. The Sales Representative hereby covenants and agrees that for a period of [twelve] months from the date of termination of  employment:
(a)    will not solicit, take away, deal with, or transact any business or attempt to solicit, take away, deal with, or transact business with any customers of the Company, or with any person or entity that has been identified by the Company or the Sales Representative as a potential customer;
(b)    will not hire or solicit the services of any of the Companys employees, consultants, or independent contractors;
(c)    will not be directly or indirectly engaged in, employed by, or involved with, either as partner, officer, director, shareholder, creditor, employee, agent, or servant, any company or other entity which is a competitor of the Company.
10.   Confidentiality Covenants to Survive Cessation of Employment. The obligations under paragraphs 8 and 9 shall survive the cessation of employment regardless of how such cessation arises.
11.   Severability. Each paragraph of this Agreement shall be and remain separate from, independent of, and severable from all and any other paragraphs herein except where otherwise indicated by the context of this Agreement. Any decision or declaration that one or more of the paragraphs are null and void shall have no effect on the remaining paragraphs of this Agreement.
12.   Termination of Prior Agreements. Any previous agreements, written or oral, express or implied, between the Company and the Sales Representative relating to the employment of the Sales Representative by the Company are terminated and cancelled, and the Company and the Sales Representative release and forever discharge each other of and from all manners of action, causes of action, claims, and demands whatsoever under or in respect of any such prior agreement.
13.   Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and contains all of the covenants, representations, and warranties of the respective parties. There are no oral representations or warranties between the parties of any kind. This Agreement may not be amended in any respect except by written instrument, signed by the parties. Any oral amendments or modifications will be of no force or effect and will be void.
14.   Benefit and Binding Nature of Agreement. This Agreement shall enure to the benefit of and be binding upon the Sales Representative and  heirs, executors, legal personal representatives, and administrators, and upon the Company and its successors and assigns.
15.   No Oral Waiver. Neither party may waive or shall be deemed to have waived any rights it or  may have under this Agreement (including under this paragraph) except to the extent that such waiver is in writing.
16.   Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the  of [Name of Province or State]. Each of the parties hereto irrevocably attorn to the jurisdiction of the courts of the  of [Name of Province or State] with respect to any matters arising out of this Agreement. Each party irrevocably submits to the non-exclusive jurisdiction of any court sitting in the  of [Name of Province or State] over any suit, action, or proceeding arising out of or relating to this Agreement. To the fullest extent, the Sales Representative and the Company may do so under applicable law, each of them irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that  or it is not subject to the jurisdiction of any such court, any objection which  or it may now or hereafter have to the laying of the venue of any such jurisdiction or proceeding brought in any such court, and any such claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. The Sales Representative agrees, to the fullest extent  may effectively do so under applicable law, that a final judgement (to which all appeals have been taken or the time limits for appeal have expired) in any suit, action, or proceeding brought in any such court shall be conclusive and binding upon him and may be enforced by a suit upon such judgement in the courts of any jurisdiction to which the Sales Representative is or may then be subject.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
 
 
     
 
 
 
 
Per:
 
 
 
 
Name:   
Title:   
 
 
 
 
 
Witness
 
[Sales Representative's Name]
 
Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28447
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
Sales Representative Agreement 
 
 
THIS AGREEMENT made as of [Date (i.e. July 31, 2003)] between [Name of Employer], of [Address of Employer] (the “Company”) and [Name of Employee], of [Address of Employee] (the “Sales Representative”)
 
WHEREAS the Company carries on the business of [Type of Business Carried on by Employer (i.e. Software Consulting)] under the  of [Trade Name of Employer (i.e. ABC Systems Consulting)]” (the “Business”);
AND WHEREAS the Company and the Sales Representative wish to enter into a sales representative agreement governing the terms and conditions of employment;
NOW THEREFORE this agreement witnesses that in consideration of the foregoing and the mutual covenants and agreements set out below and of other good and valuable consideration, the parties hereby agree as follows:
1.   Term of Employment. The employment of the Sales Representative shall commence on the date hereof and continue for an indefinite term until terminated in accordance with the provisions of this Agreement.
2.   Duties and Responsibilities of Sales Representative. The Sales Representative shall be employed in the capacity of a sales representative and shall be responsible for the following duties and responsibilities:
(a)   to sell the Companys [Describe the products/services to be sold by sales representative] within the [Describe the geographic area in which sales representative is to sell the products/services] area (the “Territory”) and to promptly forward all leads and secured orders to the Company;
(b)   to faithfully and accurately represent the Company, its policies, and  to potential and current customers, and to use  best efforts to promote the interests of the Company;
(c)   to report to the sales manager [State frequency of reporting; ex. “once per week,“every Friday,” etc.] to discuss sales activity and related issues;
(d)   to immediately inform the sales manager of all problems relating to the Business and the Companys customers within the Territory;
(e)   to meet, fulfil, and satisfy the minimum monthly quota set forth in paragraph 5 below; and
(f)   to inform the sales manager if  plans or intends to represent any other business firm during the duration of  employment with the Company.
3.   Non-Competition. The Sales Representative hereby represents and declares that  does not currently represent any other business firm. The Sales Representative also hereby agrees and covenants that, during the duration of this Agreement,  shall not represent any business or product line which is in competition with the Company, either within or outside the Territory.
4.   Remuneration. The Sales Representative shall be paid on a commission basis by the Company as follows:
(a)   The Company shall pay to the Sales Representative a commission of [Commission rate in percentage format] of all prepaid sales for all [Describe the products/services to be sold by sales representative]  sold within the Territory, except as stated in Paragraphs 4(c) and 4(d) below.
(b)   The Company shall pay to the Sales Representative a commission of [Commission rate in percentage format] of all credit sales for all [Describe the products/services to be sold by sales representative]  sold within the Territory, except as stated in Paragraphs 4(c) and 4(d) below.
(c)   Except by special arrangement, the Company shall not pay to the Sales Representative any commission for the following :
[List products on which Sales Representative will not receive Commission].
(d)   Prior to the sale, the Company shall negotiate with the Sales Representative the commission percentage to be paid on all special orders and orders for which the Company allows a quantity discount or trade concession.  A “special order” shall mean any order which contains terms and/or conditions or involves products and/or services which are not common in typical orders processed by the Company in its ordinary course of business.
(e)   Commissions paid by the Company to the Sales Representatives on products which are returned by the customer after the date of sale shall be deducted from future commissions paid by the Company to the Sales Representative.
5.   Minimum Monthly Quota. After discussion with the Sales Representative, the sales manager shall set, at his or her sole discretion, a reasonable minimum monthly quota expected of the Sales Representative per month.
6.   Sales Materials. The Company shall provide the Sales Representative with reasonable quantities of product samples, business cards, brochures, and/or catalogues as may reasonably be required for sales purposes.
 
7.   Termination of Employment. The employment relationship may only be terminated as follows:
(a)   Probationary Period. The parties hereto agree that, during the initial [three] ([3]) month period of this Agreement (the “Probationary Period”), either party may terminate the employment relationship at any time without justifiable reason or just cause with [one] ([1]) weeks advance notice of termination in writing.
(b)   Termination by the Company. During the Probationary Period and subsequent thereto, the Company may terminate the employment of the Sales Representative at any time:
(i)   with just cause, in which case the Sales Representative is not entitled to any advance notice of termination or compensation in lieu of notice; and
(ii)   without just cause, in which case the Company shall provide the Sales Representative with [two] ([2]) weeks advance notice of termination.
(iii)   It is specifically understood and agreed that upon fulfillment of the obligations set out in paragraph 7(b)(ii) above, the Company has no further obligation to the Sales Representative for notice or damages whether at common law, equity, or otherwise.
(c)   Termination by the Sales Representative. The Sales Representative may terminate  employment with the Company at any time after the conclusion of the Probationary Period by providing the Company with at least [two] ([2]) weeks advance notice.
(d)   Payment of Unpaid Commissions. Upon termination of the employment relationship in accordance with the provisions of this Agreement, the Company shall pay to the Sales Representative all unpaid commissions less any deductions set forth in paragraph 4(e) within [thirty] ([30]) days after the date of termination. If any products for the sale of which a commission was paid to the Sales Representatives are returned after the payment of unpaid commissions set forth in this paragraph 7(d), the Sales Representative shall immediately remit to the Company any commissions related thereto upon receiving notice of the return by the Company.
(e)   Return of Sales Materials. Upon termination of the employment relationship, the Sales Representative shall promptly return to the Company all sales materials given to him by the Company including, but not limited to, all product samples, business cards, brochures, and catalogues.
8.   Confidentiality. 
(a)   The Sales Representative acknowledges that during the course of  employment with the Company,  will acquire information about certain confidential matters and trade secrets (hereinafter “Confidential Information”), relating to or arising from the business, its operations, methods, activities, procedures, computer programs, and other data of the Company, and which information is the exclusive property of the Company.
(b)   The Sales Representative hereby covenants and agrees at all times during  employment and for [twelve] months thereafter that  will not disclose any Confidential Information or use any Confidential Information for any purpose whatsoever other than for the benefit of the Company during  employment; and shall maintain secrecy with respect to the Confidential Information unless expressly authorized by the Company in advance and in writing.
9.   Non-Solicitation. The Sales Representative hereby covenants and agrees that for a period of [twelve] months from the date of termination of  employment:
(a)    will not solicit, take away, deal with, or transact any business or attempt to solicit, take away, deal with, or transact business with any customers of the Company, or with any person or entity that has been identified by the Company or the Sales Representative as a potential customer;
(b)    will not hire or solicit the services of any of the Companys employees, consultants, or independent contractors;
(c)    will not be directly or indirectly engaged in, employed by, or involved with, either as partner, officer, director, shareholder, creditor, employee, agent, or servant, any company or other entity which is a competitor of the Company.
10.   Confidentiality Covenants to Survive Cessation of Employment. The obligations under paragraphs 8 and 9 shall survive the cessation of employment regardless of how such cessation arises.
11.   Severability. Each paragraph of this Agreement shall be and remain separate from, independent of, and severable from all and any other paragraphs herein except where otherwise indicated by the context of this Agreement. Any decision or declaration that one or more of the paragraphs are null and void shall have no effect on the remaining paragraphs of this Agreement.
12.   Termination of Prior Agreements. Any previous agreements, written or oral, express or implied, between the Company and the Sales Representative relating to the employment of the Sales Representative by the Company are terminated and cancelled, and the Company and the Sales Representative release and forever discharge each other of and from all manners of action, causes of action, claims, and demands whatsoever under or in respect of any such prior agreement.
13.   Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and contains all of the covenants, representations, and warranties of the respective parties. There are no oral representations or warranties between the parties of any kind. This Agreement may not be amended in any respect except by written instrument, signed by the parties. Any oral amendments or modifications will be of no force or effect and will be void.
14.   Benefit and Binding Nature of Agreement. This Agreement shall enure to the benefit of and be binding upon the Sales Representative and  heirs, executors, legal personal representatives, and administrators, and upon the Company and its successors and assigns.
15.   No Oral Waiver. Neither party may waive or shall be deemed to have waived any rights it or  may have under this Agreement (including under this paragraph) except to the extent that such waiver is in writing.
16.   Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the  of [Name of Province or State]. Each of the parties hereto irrevocably attorn to the jurisdiction of the courts of the  of [Name of Province or State] with respect to any matters arising out of this Agreement. Each party irrevocably submits to the non-exclusive jurisdiction of any court sitting in the  of [Name of Province or State] over any suit, action, or proceeding arising out of or relating to this Agreement. To the fullest extent, the Sales Representative and the Company may do so under applicable law, each of them irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that  or it is not subject to the jurisdiction of any such court, any objection which  or it may now or hereafter have to the laying of the venue of any such jurisdiction or proceeding brought in any such court, and any such claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. The Sales Representative agrees, to the fullest extent  may effectively do so under applicable law, that a final judgement (to which all appeals have been taken or the time limits for appeal have expired) in any suit, action, or proceeding brought in any such court shall be conclusive and binding upon him and may be enforced by a suit upon such judgement in the courts of any jurisdiction to which the Sales Representative is or may then be subject.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
 
 
     
 
 
 
 
Per:
 
 
 
 
Name:   
Title:   
 
 
 
 
 
Witness
 
[Sales Representative's Name]
 
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