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1. Parties: Identifies the principal company and the independent sales representative, including full legal names and addresses
2. Background: Explains the context of the agreement, the principal's business, and the purpose of engaging an independent sales representative
3. Definitions: Defines key terms used throughout the agreement, including 'Products', 'Territory', 'Customers', 'Commission', etc.
4. Appointment and Scope: Establishes the appointment of the sales representative, defines the territory, and specifies exclusive or non-exclusive nature of the appointment
5. Independent Contractor Status: Clearly establishes the independent contractor relationship and disclaims any employer-employee relationship
6. Duties and Responsibilities: Details the sales representative's obligations, reporting requirements, and performance standards
7. Commission Structure: Outlines the commission rates, calculation methods, and payment terms
8. Term and Termination: Specifies the duration of the agreement and grounds for termination
9. Confidentiality: Protects the principal's confidential information and trade secrets
10. Non-Competition and Non-Solicitation: Restricts competitive activities during and after the agreement term
11. Intellectual Property: Addresses ownership and usage of trademarks, logos, and other IP
12. Indemnification: Sets forth mutual indemnification obligations
13. General Provisions: Includes standard clauses like notices, amendments, governing law, etc.
1. Marketing and Advertising: Include when the sales rep has responsibilities for marketing activities or must follow specific marketing guidelines
2. Training Requirements: Include when specific training or certification requirements exist
3. Minimum Performance Standards: Include when setting specific sales targets or quotas
4. Expense Reimbursement: Include when certain expenses will be reimbursed by the principal
5. Customer Service Requirements: Include when the sales rep has post-sale support responsibilities
6. Insurance Requirements: Include when specific insurance coverage is required
7. Data Protection: Include when the sales rep will handle personal data subject to privacy laws
8. Compliance with Anti-Corruption Laws: Include when dealing with government clients or high-risk sectors
1. Schedule A - Products and Services: Detailed list of products/services the sales rep is authorized to sell
2. Schedule B - Commission Rates: Detailed commission structure, including any variations by product or customer type
3. Schedule C - Territory Description: Detailed description of the geographic or customer territory assigned
4. Schedule D - Sales Targets: Specific sales targets or quotas if applicable
5. Schedule E - Reporting Requirements: Templates and specifications for required reports
6. Appendix 1 - Operating Procedures: Detailed procedures for order processing, customer handling, etc.
7. Appendix 2 - Marketing Guidelines: Guidelines for use of company branding and marketing materials
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