International Sales Commission Agreement for the United States

International Sales Commission Agreement Template for United States

An International Sales Commission Agreement is a legally binding contract governed by U.S. law that establishes the terms and conditions between a principal company and an international sales representative. The agreement outlines commission structures, territorial rights, performance expectations, and payment terms while ensuring compliance with both U.S. and international regulations, including the Foreign Corrupt Practices Act. It provides protection for both parties and clearly defines the scope of the sales relationship across international borders.

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What is a International Sales Commission Agreement?

The International Sales Commission Agreement is essential for companies expanding their sales operations internationally. This document is particularly crucial when engaging sales representatives in foreign markets, establishing clear commission structures, and ensuring compliance with U.S. and international laws. The agreement typically covers commission rates, payment terms, territory definitions, performance metrics, and compliance requirements. It's designed to protect both the principal company and the sales representative while providing a framework for successful international sales relationships.

What sections should be included in a International Sales Commission Agreement?

1. Parties: Identification of all contracting parties, including legal names and addresses

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of sales representative's appointment and defined territory

5. Commission Structure: Detailed breakdown of commission rates and calculation methods

6. Payment Terms: Timeline and method of commission payments

7. Obligations of the Parties: Rights and responsibilities of both principal and sales representative

8. Term and Termination: Duration of agreement and termination conditions

9. Governing Law: Applicable law and jurisdiction

What sections are optional to include in a International Sales Commission Agreement?

1. Non-Compete: Restrictions on competing activities during and after the agreement term

2. Intellectual Property: Protection of trademarks, patents, and other IP rights and usage

3. Insurance Requirements: Specific insurance coverage requirements for the sales representative

4. Compliance with FCPA: Anti-corruption compliance requirements and procedures

5. Force Majeure: Provisions for handling unforeseeable circumstances affecting performance

What schedules should be included in a International Sales Commission Agreement?

1. Commission Rate Schedule: Detailed breakdown of commission rates by product/service type

2. Territory Map: Geographical definition of sales territory

3. Product List: List of products/services covered by the agreement

4. Sales Targets: Agreed sales targets and performance metrics

5. Reporting Templates: Standard forms for sales reporting

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Clauses
Industries

Foreign Corrupt Practices Act (FCPA): Federal law that prohibits the payment of bribes to foreign officials to assist in obtaining or retaining business. Must be considered in international sales agreements to ensure compliance with anti-bribery provisions.

Export Administration Regulations (EAR): Federal regulations governing the export and re-export of commercial items, including requirements for documentation, licensing, and compliance in international sales.

International Traffic in Arms Regulations (ITAR): Federal regulations controlling the export and import of defense-related articles and services. Important if the sales commission agreement involves defense-related items.

Federal Trade Commission Act: Federal law governing unfair or deceptive practices in commerce, which must be considered in structuring sales commission arrangements.

State Contract Laws: Varying state-specific regulations governing contract formation, enforcement, and interpretation that may affect the agreement's validity and terms.

State Sales Commission Regulations: State-specific laws governing payment of sales commissions, including timing of payments and treatment of post-termination commissions.

Internal Revenue Code: Federal tax regulations affecting the treatment of commission payments, reporting requirements, and withholding obligations.

International Tax Treaties: Bilateral agreements between the US and other countries affecting taxation of international commission payments and preventing double taxation.

FATCA Compliance: Foreign Account Tax Compliance Act requirements for reporting and disclosure of foreign financial accounts and assets.

Independent Contractor Classification: IRS guidelines and state laws determining whether a sales representative should be classified as an independent contractor or employee.

UN Convention on Contracts for International Sale of Goods (CISG): International treaty governing contracts for the international sale of goods, which may apply unless explicitly excluded in the agreement.

Trade Sanctions and Restrictions: Federal regulations restricting trade with certain countries, entities, or individuals that must be considered in international sales relationships.

Currency Exchange Regulations: Laws governing international currency transactions, exchange rates, and payment methods in cross-border commission payments.

Industry-Specific Compliance: Sector-specific regulations and licensing requirements that may affect the structure and terms of the sales commission agreement.

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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