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1. Parties: Identifies the principal company and the independent sales representative, including full legal names and addresses
2. Background: Sets out the context of the agreement, including the principal's business and desire to engage an independent sales representative
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the appointment of the representative and defines the scope of authority
5. Independent Contractor Status: Clearly establishes the relationship as independent contractor, not employment
6. Territory and Products: Defines the geographic area and products/services the representative is authorized to sell
7. Commission Structure: Details the commission rates, calculation methods, and payment terms
8. Duties and Responsibilities: Outlines the specific obligations of the sales representative
9. Term and Termination: Specifies the duration of the agreement and conditions for termination
10. Confidentiality: Protects confidential information and trade secrets
11. Non-Competition: Restricts the representative from competing activities
12. Reporting Requirements: Specifies the sales reports and documentation required
13. Governing Law: Specifies Malaysian law as governing law and jurisdiction
14. General Provisions: Includes standard boilerplate clauses like notices, amendments, and severability
1. Intellectual Property Rights: Include when the representative will handle branded materials or create marketing content
2. Insurance Requirements: Include when requiring the representative to maintain specific insurance coverage
3. Performance Targets: Include when setting specific sales targets or quotas
4. Training and Support: Include when the principal provides specific training or support services
5. Marketing and Advertising: Include when the representative has marketing responsibilities or restrictions
6. Dispute Resolution: Include when parties want to specify mediation or arbitration procedures
7. Sub-agents: Include when the representative may appoint sub-agents
8. Data Protection: Include when handling customer personal data is a significant part of the role
1. Schedule 1 - Product List: Detailed list of products/services the representative is authorized to sell
2. Schedule 2 - Territory Map: Detailed description or map of the authorized sales territory
3. Schedule 3 - Commission Rates: Detailed breakdown of commission structures for different products/services
4. Schedule 4 - Sales Targets: Specific sales targets and performance metrics
5. Schedule 5 - Reporting Templates: Standard forms and templates for required reports
6. Appendix A - Operating Procedures: Detailed procedures for order processing, customer service, etc.
7. Appendix B - Marketing Guidelines: Guidelines for use of company branding and marketing materials
Term and Duration
Territory Rights
Product Description
Commission Structure
Payment Terms
Independent Contractor Status
Duties and Responsibilities
Performance Standards
Reporting Requirements
Training and Support
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Termination
Force Majeure
Insurance
Indemnification
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Data Protection
Compliance with Laws
Manufacturing
Consumer Goods
Industrial Products
Technology
Healthcare
Professional Services
Retail
Wholesale Distribution
Software and SaaS
Telecommunications
Construction Materials
Automotive
Electronics
Fashion and Apparel
Food and Beverage
Sales
Legal
Compliance
Commercial Operations
Business Development
Contract Administration
Finance
Human Resources
Sales Operations
Risk Management
Sales Director
Commercial Director
Business Development Manager
Sales Operations Manager
Channel Manager
Regional Sales Manager
Independent Sales Representative
Sales Agent
Territory Manager
Contract Manager
Legal Counsel
Compliance Officer
Chief Commercial Officer
Sales Administration Manager
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