SALES AGENCY AGREEMENT

This SALES AGENCY AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE PRINCIPAL], having registered office at [INSERT ADDRESS OF THE PRINCIPAL] (hereinafter referred as the “Principal” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE AGENCY], having registered office at [INSERT ADDRESS OF THE AGENCY] (hereinafter referred as the “Agency” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Principal and the Agency shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Principal wishes to engage the Agency to represent, promote and solicit orders for the Principal's [INSERT PRODUCTS/SERVICES] in [INSERT GEOGRAPHICAL AREA];
2. The Agency possesses the skills, experience, and connections necessary to perform the duties outlined herein;
3. Both the parties wish to evidence their contract in writing;
4. The parties are duly authorized and have the capacity to enter into this contract;
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. SCOPE
   1. This Agreement defines the terms under which the Agency shall act as an independent representative to promote, market, and solicit orders for the Principal’s products or services within the designated geographical area. The Agency shall use its professional expertise and best efforts to identify prospective customers, generate business leads, represent the Principal’s offerings accurately, and submit customer orders in accordance with the Principal’s procedures. The scope of services does not confer upon the Agency any authority to enter into contracts or make binding commitments on behalf of the Principal unless explicitly authorized in writing.
   2. The relationship established herein is non-exclusive unless otherwise stated in writing. The Principal retains the right to market, distribute, and sell its products or services directly or through other agents or channels. The Agency is expected to act in good faith and uphold the reputation and commercial interests of the Principal throughout the term of this Agreement.
2. APPOINTMENT
   1. The Principal hereby appoints the Agency as an independent Agency to represent, promote and solicit orders for the Principal's [INSERT PRODUCTS/SERVICES] in [INSERT GEOGRAPHICAL AREA] (the “Territory”);
   2. The Agency accepts the appointment and agrees to use their best efforts to fulfill the responsibilities outlined in this Agreement.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. AGENCY ’S RESPONSIBILITIES
   1. The Agency shall actively represent, promote and market the Principal's [INSERT PRODUCTS/SERVICES] to potential customers within the territory agreed upon between the parties.
   2. The Agency shall promptly submit orders received from customers to the Principal for processing and fulfillment.
   3. The Agency shall not have the authority to bind the Principal to any contractual obligations or agreements without prior written consent.
   4. The Agency shall keep accurate records of all sales, leads, and customer interactions and report the same to the Principal.
   5. The Agency shall use its best efforts to maximize sales and represent the Principal's interests in a professional manner.
5. PRINCIPAL’S RESPONSIBILITY
   1. The Principal agrees to provide the Agency with all necessary support to enable the effective marketing and promotion of the Principal’s products or services. This includes providing current product information, price lists, promotional materials, and updates on changes to product offerings or sales terms. The Principal shall also furnish the Agency with any training, technical assistance, or guidance reasonably required to represent the Principal's offerings accurately and professionally.
   2. The Principal shall process all orders received through the Agency in a timely and efficient manner and shall remain responsible for fulfillment, shipping, billing, and customer service related to the sale. The Principal shall ensure that all products and services offered are compliant with applicable laws and standards in the Territory.
   3. Furthermore, the Principal shall pay all commissions due to the Agency in accordance with the terms of this Agreement and shall provide clear and detailed reports regarding sales and corresponding commission calculations upon request or at regular intervals as agreed by the Parties.
6. COMPENSATION
   1. The Agency shall receive compensation of [INSERT COMPENSATION TERMS].
7. REPRESENTATION AND WARRANTIES
   1. Each Party represents and warrants that it has the full legal right, authority, and capacity to enter into this Agreement and perform its obligations hereunder. This Agreement, when executed and delivered, constitutes a valid and binding obligation enforceable in accordance with its terms. The execution and performance of this Agreement by either Party does not violate any agreement, contract, or legal obligation to which such Party is bound.
   2. The Agency represents and warrants that it possesses the necessary experience, skills, and qualifications to effectively promote and solicit orders for the Principal’s products or services. The Agency further warrants that it shall act with due diligence and professionalism, and shall not make any false, misleading, or unauthorized claims regarding the Principal’s products, services, or terms of sale.
   3. The Principal represents and warrants that it has full ownership or legal rights to market and sell the products or services covered by this Agreement. The Principal also warrants that such products or services comply with applicable laws, standards, and regulations in the designated Territory and shall not infringe any third-party rights.
   4. Both Parties agree to notify each other promptly in writing in the event any of the above representations or warranties becomes inaccurate or breached during the term of this Agreement.
8. RECORDS AND REPORTING
   1. The Principal shall maintain accurate records of sales made by the Agency.
9. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
12. LIMITATION OF LIABILITY
    1. To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business opportunities, or business interruption, arising out of or related to this Agreement, regardless of the cause of action and even if advised of the possibility of such damages.
    2. The total cumulative liability of either Party under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of commissions paid or payable to the Agency under this Agreement in the twelve (12) months preceding the event giving rise to such liability.
    3. Nothing in this clause shall exclude or limit either Party’s liability for: (a) death or personal injury caused by its negligence or that of its employees or agents; (b) fraud or fraudulent misrepresentation; or (c) any liability which cannot be lawfully excluded or limited under applicable law.
    4. The Parties agree that the limitations of liability set forth herein are a reasonable allocation of risk and form an essential basis of the bargain between the Parties.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Agency and Principal.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NON-COMPETE
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON-COMPETE CLAUSE WILL APPLY, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT COMPETE] shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the products or services provided by the other party. within the geographical area of [INSERT THE GEOGRAPHICAL REGION WITHIN WHICH THE NON-COMPETE CLAUSE APPLIES]. Both parties agree that the scope, duration, and geographical limitations of this non-compete clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE]. [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE] shall have the right to seek injunctive relief and any other remedies available at law or in equity to enforce this non-compete clause in the event of a breach or threatened breach by the other party.
17. NON-SOLICITATION CLAUSE
    1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
    2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
    3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
    4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
18. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
19. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Principal: [INSERT THE EMAIL ID OR/AND ADDRESS OF THE PRINCIPAL]
       2. If to the Agency: [INSERT THE EMAIL ID OR/AND ADDRESS OF THE AGENCY]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Principal

Name: [INSERT NAME OF THE PRINCIPAL/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF PRINCIPAL]

Signed, sealed and delivered on behalf of Agency

Name: [INSERT NAME OF THE AGENCY/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF AGENCY]