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How to write your Contract Salesperson Agreement
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Use cases for this template
VoltForge Systems taps Maya Chen to launch a Midwest territory for industrial IoT gateways
The Challenge
VoltForge's direct sales stalled, channel partners were overlapping territories, and price tiers were unclear, creating the risk of conflict and delayed money flow; leadership needed a clear sales representative agreement that defined territory, commission payments, ownership of creative, and how cancellations would affect payouts.
The Solution
They executed a sales agreement with the following terms on commissions payable upon receipt, chargeback handling, confidentiality, and a thirty-day termination clause, then used Proposal Kit to create supporting documents-territory plan, competitor matrix, and outreach scripts-while the AI Writer produced a regional market study and call-report template, and line-item quoting modeled hardware, software, and services bundles.
The Implementation
After acceptance of the contract, Maya organized accounts collectively by vertical, set endorsement boundaries, and coordinated POP displays; Proposal Kit assembled proposals, pricing addenda, and a rollout schedule, while quotes with staged payments were revised to match circumstances like pilot extensions without forcing anyone to assume unreasonable risk.
The Outcome
In 90 days, three distributors placed orders that were accepted and construed under the venue clause without dispute; commissions posted on schedule, documentation prevented breach claims, and the process scaled to two affiliates with minimal rework.
Harbor & Hearth Foods hires Diego Alvarez to win regional grocery chains with POP and demos
The Challenge
A family brand expanding nationally needed a representative to solicit orders, manage endorsements, and protect confidential recipes; retailer ad teams often altered creatives, leading to potential claims and a dispute about who was liable.
The Solution
The parties agreed to a sales representative contract that set non-solicitation, insurance, hold harmless, and indemnification provisions, plus acceptance criteria for promotions; Proposal Kit generated a merchandising plan, demo calendar, and disclosure guidelines, the AI Writer drafted sampling reports and store visit studies, and line-item quoting captured slotting fees, display costs, and freight by location.
The Implementation
Upon receipt of the signed contract, Diego organized transactions by chain, defined price ladders, and used Proposal Kit to issue store-by-store proposals, POP production briefs, and approval checklists so changes could be tracked and construed under the appropriate clause rather than argued later.
The Outcome
Two chains rolled out within a quarter, money timing stabilized, chargebacks dropped, and any conflict over altered ads was resolved quickly under the governing law provision; no breach occurred, and endorsements stayed compliant while affiliates of the retailers adopted the same plan.
QuantaShield brings on Northline Sales LLC to open the healthcare market for its SaaS security suite
The Challenge
QuantaShield sought rapid entry into regulated providers, but confidentiality demands were high and existing VARs raised competition concerns; leadership needed clarity on assignment limits, territory, and how reversals would affect commission payments.
The Solution
They executed a sales representative agreement with a governing venue clause, commission reversals for cancellations, and clear disclosure boundaries; Proposal Kit produced a healthcare go-to-market plan, compliance response packet, and training schedule, while the AI Writer drafted case study outlines and prospecting reports, and line-item quoting priced multi-year licenses, onboarding, and training in a lump sum or phased manner.
The Implementation
After acceptance, Northline sequenced outreach by hospital system, documented order acceptance, and used the Proposal Kit to assemble proposals, ROI briefs, and meeting summaries so no party would assume terms not written; quotes were updated as circumstances changed, preventing a dispute over scope.
The Outcome
Four hospital networks signed, money and commission timing aligned with receipt of payments, and the documentation trail minimized conflict under the contract; the territory scaled smoothly, and no breach or assignment issues arose as affiliates expanded the program.
Abstract
This sales representative agreement defines how a firm or corporation engages a sales representative to deliver sales services and related marketing work. The scope, referred to in Exhibit B, can include consulting, campaign execution, POP displays, creative content, and assistance to team members. Many companies also use such a document to define territory, transaction types, and whether the representative may solicit orders. The parties agree to act in the best interests of the business and to communicate and perform in a professional manner.
Commission payments are set in Exhibit A, which governs payment details such as when commissions are payable and how chargebacks affect earnings. If a sale is canceled or refunded, commissions may be reversed, and future commissions may be adjusted. A schedule can define whether a lump sum or periodic payout applies and at what price or margin calculations occur.
If the Company does not pay on time, the representative may withhold services, with interest accruing at 1. 5% per month. The representative is an independent contractor, not deemed an employee; each person is liable for their own taxes and benefits.
Ownership and confidentiality provisions protect the Company's materials, clients, and internal records. The representative agrees to return all property on termination and to prevent disclosure of confidential information except as required for services. Non-solicitation and competition limits apply for a set period after termination. Indemnification provisions require the representative to hold harmless the Company from claims tied to the representative's acts, non-delivery, or altered advertisements, endorsements, or testimonials.
General clauses cover applicable law and venue. The agreement is governed by state law and selects a competent jurisdiction in a specified county Superior Court. While some contracts choose binding arbitration under American Arbitration Association Commercial Rules, this form opts for court litigation.
Assignment restrictions, waiver (a waiver by such party does not affect the remaining provisions), and a thirty-day termination for convenience are included. Notices are typically mailed to the business address on record. The signature block (often introduced with in witness whereof) confirms acceptance by each party.
Use cases include hiring a fractional sales representative to write a sales plan, launch a new location, or manage channel clients. Companies can use a sales representative contract template to define territory, price programs, and how members of the sales team will exchange information and access resources.
Proposal Kit's agreement template library helps organizations write a sales representative contract, assemble documents in accordance with company rules, add automated line-item quoting, and use an AI Writer to build supporting documents, improving consistency and ease of use.
Expanding on the prior abstract, this document also functions as a sales agreement for services. The following terms define how the parties, collectively the Company and the sales representative, accept responsibilities and deliver outcomes. The agreement clarifies that the representative may solicit orders and execute campaigns under Company direction, while Company retains ownership of work product and client data. A termination-on-thirty-days' notice standard allows either party to pivot without unnecessary disruption.
Money flows are addressed with clear commission mechanics: reversals for cancellations, adjustments for chargebacks, and the right to withhold services if invoices are late, with interest accruing. Upon receipt of payment, commissions are payable as scheduled. Suppose a breach occurs, such as misusing confidential information or failing to return property, the agreement enables remedies including indemnification and recovery of attorney's fees. The independent contractor status means the representative must assume all tax obligations and benefits responsibilities.
Dispute management is set by the governing law and venue clause; the contract is governed by state law and construed in the designated county court, which reduces ambiguity if a conflict arises. Notices and acceptance of changes must be in writing, helping prevent a dispute about what was agreed. Endorsement and testimonial risks are contemplated: indemnification covers circumstances where third parties alter content beyond the contracted scope. Companies often extend similar protections to their affiliates through policy addenda, even if not expressly stated here.
Operationally, this agreement template supports scalable sales services in which multiple team members can coordinate campaigns, accept or reject orders, and keep records consistent. It also clarifies what parties should not assume, such as guaranteed conversion rates or perpetual access to Company assets.
Proposal Kit helps teams assemble a customizable sales representative contract template with clauses for commission schedules, territory, assignment, and dispute venue, and write a sales package that includes price breakdowns via automated line-item quoting. Its AI Writer can build supporting documents in accordance with your playbook, making it easier to write, revise, and align agreements with business objectives.
Additional considerations in this sales representative agreement help teams operate in a consistent, auditable manner. The representative agrees to maintain required insurance naming the Company as an additional insured, reducing risk from acts or omissions during campaigns. Resources and equipment provisions ensure timely access to logos, sales kits, and software so the representative can deliver work product on schedule.
A promotional use clause allows showcasing results, but confidentiality and non-disclosure still restrict the release of sensitive data. Order acceptance and campaign acceptance should be documented to confirm scope, timelines, and price changes, limiting misunderstandings and later disputes.
The withholding-of-services clause provides leverage if invoices are overdue, aligning cash flow with performance. Attorney's fees recovery and indemnification shift costs if a breach forces litigation. Notices by mailing to the designated address and good-faith covenants support clear communication.
Assignment limits prevent unauthorized transfer of duties, protecting continuity with clients and affiliates. The contract's terms are governed by applicable law and construed in the chosen venue; if parties later prefer binding arbitration under American Arbitration Association Commercial Rules, they can amend the clause to define location, rules, and competent jurisdiction.
For clarity, the salesperson may be referred to as Salesperson or Representative, and the parties agree that no party should assume guaranteed results. Define territory, transaction types, and how leads are routed to avoid competition within the team. Establish how a lump sum versus a staged commission becomes payable upon receipt of money and what documentation triggers acceptance. Set expectations for disclosure boundaries, access controls, and how creative approvals occur in an orderly manner.
Teams can use a sales agreement template and a sales playbook to standardize workflows, improve handoffs among members, and accelerate onboarding. Proposal Kit helps organizations assemble a sales representative contract, add precise commission schedules and payment details, and generate related documents using its AI Writer and template library, improving consistency from proposal through agreement.
Writing the Contract Salesperson Agreement document - The Narrative
CONTRACT SALESPERSON AGREEMENT
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Salesperson"). Salesperson desires to provide sales and marketing services on behalf of Company Name for a fee. Company desires to have Salesperson render certain sales, marketing and advertising services (the "Services") as set forth in Exhibit B. In consideration of the mutual covenants set forth in this Agreement, Company and Salesperson hereby agree as follows.
Engagement of Services
Salesperson agrees to render to Company services in connection with the planning, preparing and creation of marketing services for Company as follows:
Provide sales consulting services to Company in the form of an analysis of Company's current products, goods or services as it relates to Company's present customers and/or target markets. Develop sales strategies and creative content for Company for approval for use in present and future marketing programs. Develop Point of Purchase (POP) displays and merchandising. Design, contract or otherwise arrange for the preparation of creative content, advertising, campaign management and other related services.
Execute sales, advertising and marketing services as agreed upon in Exhibit B. Provide other services as Company may request from time to time, such as content creation, assistance to Company's staff and employees, market research, analysis or additional project consulting.
Services
Salesperson agrees to develop and perform the sales, advertising and consulting services pursuant to the specifications set forth in Exhibit B attached hereto (the "Services").
Salesperson Commissions
Salesperson shall earn a commission for all sales completed according to the Services and according to the commission and compensation schedule set forth in Exhibit A. Company shall not be responsible for commissions and compensation earned by Salesperson for sales that are later canceled, returned, revoked, made invalid, result in a chargeback or are otherwise not credited to the Salesperson for any reason. Company reserves the right to deduct commissions and fees paid to Salesperson from future commissions in order to bring incorrect commissions paid to Salesperson into balance.
Ownership Rights
Salesperson shall endeavor to ensure that Company shall be able to retain, under the fullest extent under the law, all customer lists, contracts, records and all intellectual property rights in any text, images or other components created for Company pursuant to this agreement. Salesperson agrees that any material, content, plan or idea prepared by Salesperson or submitted to Company for approval at any stage which is not utilized at the termination of this agreement, shall remain the property of Company. Upon termination or expiration of Agreement, Salesperson agrees to be solely responsible for returning any Company materials, process documents, customer lists, contract lists, internal documents or advertisements. Salesperson may not copy or remove these company materials for any reason not related to the performance of his or her duties under this agreement.
Non-Solicitation and Non-Compete
Salesperson agrees not to provide any services or consulting for, or enter into any agreement with any company or individual engaged in a similar line of business, whether they compete directly or indirectly with Company for a period of Insert number of years years after the expiration of this agreement. Salesperson warrants that he or she is not currently subject to any agreement which limits, prevents or precludes his or her ability to render all of the services listed in Exhibit B. Further, Salesperson may not directly or indirectly solicit or influence any Company employee, agent, vendor or representative for the purpose of leaving the employment or existing relationship established with Company Name.
Confidentiality
Salesperson acknowledges and agrees that the Services and all other documents and information related to the engagement of sales, marketing or advertisement development (the "Confidential Information") will constitute valuable trade secrets of Company. Salesperson shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public in any advertising medium or channel (displayed or placed) prior to the engagement of Salesperson to provide services, or information which was provided to Salesperson by Company for publication as a requirement of fulfillment of the Services.
Limited Warranty and Limitation on Damages
Salesperson agrees to indemnify and hold Company harmless with respect to any claims, loss, lawsuit, liability or judgment suffered by Company that results from the use of any quote, estimate, proposal or material prepared or execution of service by Salesperson or at the direction of Salesperson which has been materially changed from the Services by any advertisers, publishers, hosts, radio and television broadcasts, quotes, testimonials, print journalism or other third-party entity. Salesperson agrees to obtain and/or maintain in force for the length of this agreement, at Salesperson's expense, an appropriate liability policy or policies, having a minimum limit of Insurance Coverage, naming Company as an additional insured and loss payee under such policy or policies as applicable. In the event of any litigation, proceeding, or suit against Company or in the event of a court action challenging any quote, estimate, proposal, promise or advertising or marketing service prepared by Salesperson, Salesperson shall assist in the preparation of defense of such action and cooperate with Company. Company acknowledges that Salesperson is not responsible for the results obtained by Company from any sale, estimate, proposal, quote, creative, advertising, programs, ideas or execution thereof.
Salesperson waives any claim for damages, direct or indirect, and agrees that his or her sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Salesperson as set forth in Exhibit A attached hereto.
Independent Contractor
Salesperson will be retained as independent contractor. Salesperson will be fully responsible for payment of his or her own income taxes on all compensation earned under this Agreement. Company will not withhold or pay any income tax, social security tax, or any other payroll taxes on Salesperson's behalf.
Salesperson understands that he or she will not be entitled to any fringe benefits that Company provides for its employees generally or to any statutory employment benefits, including, without limitation, worker's compensation or unemployment insurance.
Resources and Equipment
Company agrees to make available to Salesperson, for Salesperson's use in performing the services required by this Agreement, all sales material, sales kits, logos, graphics, photos, branding, collateral, items of hardware and software as Company and Salesperson may agree are reasonably necessary for such purpose.
General Provisions
1 Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.
3 Binding Effect
This Agreement shall be binding upon and inure to the benefit of Company and Salesperson and their respective successors and assigns, provided that Salesperson may not assign any of his or her obligations under this Agreement without Company's prior written consent.
4 Waiver
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
5 Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
6 Right to Withhold Content, Creative and Services
In the event Company fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Salesperson has the right to withhold further sales activity and consulting, creative content and services performed for or on behalf of Company until payment in full is made, plus accrued late charges of 1 1/2% per month.
7 Indemnification
Salesperson agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the quotes, estimates, promises, warranties, proposals, services, creative or other content, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney's fees arising out of injury caused by Salesperson's activity or non-delivery of products/services, material supplied by Company, copyright infringement, and defective products sold via the advertising or services. Further, Company agrees to indemnify Salesperson from responsibility for problems/disruptions caused by third-party services and contractors that Company may use, such as fulfillment resources, media buyers, transportation, merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the execution by Salesperson of the services outlined in this agreement.
8 Use of Company Marketing Material, Services, and Creative Content for Promotional Purposes
Company grants Salesperson the right to use the creative content, description of services performed, results of services and campaign data as he or she sees fit for promotional purposes.
9 No Responsibility for Theft
Salesperson has no responsibility for any third party theft of all or any part of the content, ideas, or services provided to Company by Salesperson that is not the result of Salesperson's negligence.
10 Attorney's Fees
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
11 Term of Agreement
This agreement shall begin on Start Date and shall continue in full force until terminated by either party upon at least (30) days prior written notice.
Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below:
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Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
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Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
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