This Manufacturer Representative Agreement ("Agreement") is made and effective this [Date],
BETWEEN: [REPRESENTATIVE NAME] (the "Representative"), an individual with his main address at:
AND: [PRINCIPAL NAME] (the "Principal"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
Whereas the Principal wishes to market the product(s) described in Schedule A (the "Product(s)");
whereas Representative is prepared to sell the Product(s) on behalf of the Principal in return for a commission;
It is agreed as follows:
The Principal grants the
an exclusive right to sell the Product(s) on behalf of the Principal within the territory described in Schedule B for a period of [PERIOD] commencing [DATE] (the "Selling Rights").
may not sell or attempt to sell the Product(s) outside of the territory described in Schedule B.
shall use his best efforts to sell the Product(s) for the duration of the Selling Rights. At the request from time to time of the Principal, the
shall furnish the Principal with a reasonably detailed, written report on his efforts to sell the Product(s) in the period specified by the Principal.
shall clearly identify himself as a duly authorized sales
of the Principal in the course of his efforts to sell the Product(s) on behalf of the Principal and may not sell the Product(s) in his own name.
The Principal shall fix the selling price(s) of the Product(s) and the Representative may only sell the Product(s) at the selling price(s) fixed by the Principal.
shall obtain written orders for the Product(s) from buyers, signed by or on behalf of the buyers, and remit the orders to the Principal.
The Principal shall use its best efforts to fill orders duly remitted by the
in accordance with this agreement as expeditiously as possible.
The Principal shall pay the
a commission of [NUMBER]% of the selling price, exclusive of any sales taxes, of each order or part of each order of Product(s) duly remitted by the
in accordance with this agreement which is paid for in full, inclusive of any sales taxes, and which is not subsequently returned for a refund.
The Principal may accept the return of Product(s) for a refund or partial refund in its sole discretion.
is not entitled to any compensation for services performed or expenses incurred in connection with this agreement other than as set out in this agreement.
At the request of the Representative, the Principal shall train the Representative in the proper use of the Product(s).
ADVERTISING AND INFORMATION MATERIALS
For the duration of the Selling Rights, the Principal shall furnish the Representative, at the Principal's cost, with reasonable quantities of advertising and user information materials, including demonstration Product(s), to aid the Representative in selling the Product(s).
The Representative shall not do or permit anything to be done to prejudice the market image of the Product(s) or the Principal.
RESTRAINT OF COMPETITION
The Representative shall not sell, or in any way assist anyone else to sell, any products that compete with the Product(s) of the Principal within the territory described in Schedule B for the duration of the Selling Rights and for the calendar year immediately following termination of the Selling Rights.
The Representative shall keep the Principal's business secrets, including but not limited to customer, supplier, logistical, financial, research and development information, confidential and shall not disclose them to any third party during and after termination of the Selling Rights.
SUMMARY TERMINATION OF SELLING RIGHTS
If the Representative breaks any term of this agreement, the Principal may summarily terminate the Selling Rights on notice in writing to the Representative.
On termination of the Selling Rights for any reason, the Representative shall immediately cease to describe himself as an authorized sales Representative of the Principal and cease selling the Product(s).
The Representative shall not assign the benefit of this agreement or subcontract his obligations under this agreement without the consent in writing of the Principal, which consent may be withheld without good reason.
The Representative accepts and acknowledges that the terms of this agreement are in addition to and do not detract from the ordinary fiduciary duties owed by the Representative to the Principal.
In this agreement, the singular includes the plural and the masculine includes the feminine and neuter and vice versa unless the context otherwise requires.
The capitalized headings in this agreement are only for convenience of reference and do not form part of or affect the interpretation of this agreement.
If any provision or part of any provision in this agreement is void for any reason, it shall be severed without affecting the validity of the balance of the agreement.
Time is of the essence of this agreement.
There are no representations, warranties, conditions,
or collateral contracts affecting the transaction contemplated in this agreement except as set out in this agreement.
Nothing in this agreement is intended to constitute a partnership or a master and servant relationship between the parties.
This agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives,
This agreement is governed by the laws of the State/Province of [STATE/PROVINCE].
The Parties each hereby execute this Agreement as of [Date].
Authorized Signature Authorized Signature
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