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Non Exclusive Sales Representative Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Exclusive Sales Representative Agreement

"I need a Non Exclusive Sales Representative Agreement for my software company to engage three sales representatives in the UK market, with commission rates of 10% for new customers and 5% for renewals, starting from March 2025."

Document background
The Non Exclusive Sales Representative Agreement is designed for businesses operating under English and Welsh law who wish to engage sales representatives without granting exclusive rights. This document is particularly useful when a company wants to maintain flexibility in its sales channels while establishing clear terms for commission-based sales relationships. It addresses key aspects such as territory definition, commission structures, performance expectations, and termination rights, while ensuring compliance with UK commercial agency regulations. The agreement provides protection for both parties while maintaining the principal's freedom to engage multiple representatives or sell directly to customers.
Suggested Sections

1. Parties: Identification and details of the principal and sales representative

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of appointment and non-exclusive nature

5. Territory: Geographical area covered by the agreement

6. Commission Structure: Payment terms, rates, and calculation methods

7. Obligations of Representative: Duties and responsibilities of the sales representative

8. Obligations of Principal: Duties and responsibilities of the principal company

9. Term and Termination: Duration and termination provisions

Optional Sections

1. Training: Training requirements and provisions - include when specific product knowledge or training is required

2. Marketing Support: Marketing materials and support provisions - include when principal provides marketing materials

3. Minimum Performance Requirements: Sales targets and performance metrics - include when specific performance standards are required

4. Sub-agents: Rules regarding appointment of sub-agents - include when sub-agents might be needed

Suggested Schedules

1. Schedule 1: Products: List of products/services covered by the agreement

2. Schedule 2: Commission Rates: Detailed commission structure and calculations

3. Schedule 3: Territory Definition: Detailed description of geographical territory

4. Schedule 4: Reporting Requirements: Templates and timing for sales reports

5. Schedule 5: Performance Targets: Specific sales targets and metrics (if applicable)

Authors

Alex Denne

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

Relevant legal definitions



















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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Commercial Agents (Council Directive) Regulations 1993: Key regulation implementing EU Directive 86/653/EEC, governing commercial agents' rights and obligations, including compensation/indemnity upon termination and minimum notice periods. Remains relevant post-Brexit as retained EU law.

Sale of Goods Act 1979: Establishes legal framework for sale of goods, relevant when defining products/services being sold and establishing quality standards and fitness for purpose.

Contract Law Common Law Principles: Fundamental principles of English contract law including consideration requirements, offer and acceptance principles, and capacity to contract.

Competition Law (Competition Act 1998 & Enterprise Act 2002): Governs competitive practices and is particularly relevant for non-compete clauses and territory restrictions in sales representative agreements.

UK GDPR and Data Protection Act 2018: Data protection legislation crucial for handling customer data and establishing data protection obligations in the agreement.

Consumer Rights Act 2015: Relevant when sales activities involve consumers rather than just B2B transactions, establishing consumer protection requirements.

Bribery Act 2010: Anti-corruption legislation that impacts commission structures and requires compliance measures in sales representative agreements.

Limitation Act 1980: Establishes time limits on claims and statute of limitations considerations that should be reflected in contract terms.

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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