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INTERNATIONAL SALES REPRESENTATIVE AGreeMent

1. Denition 2. Parties to the Agreement 3. Main clauses and sample 3.1 Exclusivity and Territory 3.2 Commitment to non competition 3.3 Negotiation of transactions 3.4 Remuneration of Representative 3.5 Compensation 4. Applicable Law 5. Model Agreement
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1. DEFINITION
In this agreement one company (the Principal) which supplies products or services, and is interested in expanding its sales in overseas markets, appoints either an individual or a company (the Representative) with ample knowledge and experience in overseas trade and international marketing. Unlike the International Commercial Agency Agreement, it allows for the Representative to negotiate and close negotiations on the companys behalf. Nevertheless, when negotiating with clients, the Representative shall offer the products strictly according to the clauses and conditions of sale which the company has stipulated.
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2. PARTIES TO THE AGreeMent


The Principal is always a company but the Representative can be a company or a person (independent professional). For each party, the following has to be included: Name of company, full address and nationality. Company type: public limited company, limited liability company, etc. Name and position of company representative who signs the agreement. Name, profession, full address and nationality of person who acts as Representative. Tax ID number of both parties.
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3. MAIN CLAUSES AND SAMPLE Some of the most important clauses in the International Sales Representative Agreement as follows: Exclusivity and territory Commitment to non competition Negotiation of transactions Remuneration of Representative Compensation

See sample International Sales Representative Agreement


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3.1 EXCLUSIVITY AND TERRITORY

The Representative shall carry out his/her activity exclusively for the Company in the territory named in Annex of the present Agreement, and may not carry out such activity beyond the designated territory.

See sample International Sales Representative Agreement

3.2 COMMINTMENT TO NON COMPETITION


The Representative shall not, without authorization in writing from the Company, manufacture, distribute or represent the type of product which competes directly with the products manufactured by the Company. To this end, the Representative declares that on the date of signing the present Agreement, (s)he acts as a representative, agent or distributor for the companies and products listed in Annex of the present Agreement. The commitment to non competition is to be upheld throughout the term of the present Agreement and for a further .. [1, 2, 3] years after its date of completion.

See sample International Sales Representative Agreement

3.3 NEGOTIATION OF TRANSACTIONS

The Representative shall negotiate and close transactions of purchase and sale on behalf of the Company. When negotiating with clients, the Representative shall offer the products in strict observance of the clauses and conditions of sale which the Company has expounded.

See sample International Sales Representative Agreement

3.4 REMUNERATION OF REPRESENTATIVE

Alternative A. The Representative shall be paid commission of .. % on the sales of the products approved by the Company. Alternative B. The Representative shall be paid a commission of .. % on the sales of the products approved by the Company, as well as on transactions set up directly by the Company with established clients within the territory assigned to the Representative.

See sample International Sales Representative Agreement

3.5 COMPENSATION

The Representative shall not be entitled to compensation for lost business in case of early termination of the Agreement. Nevertheless, (s)he shall be entitled to claim for damages should the termination by the Company amount to a breach of Agreement.

See sample International Sales Representative Agreement

4. ApplicaBle LaW

International Law standards are not applied to this type of Agreement. The parties are free to submit any conicts regarding the agreement to International Arbitration or to the Laws of the country of one of the parties. They will normally be subject to the Laws of the country of the Principal.

See sample International Sales Representative Agreement

5. MODEL AGreeMent

In order to obtain the model agreement in Word format and the user guide, click on: International Sales Representative Agreement

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