It’s come to my attention that my book lacked mention of contracts or written agreements between the independent sales rep and vendor he or she is to sell for. It’s a good point, as some states now require such a legal document.
My own experience is that I’ve rarely had to use them. When I did, the relationship didn’t turn out very well anyway, and it may not be cost-effective to try a lawsuit over state lines. Many industries are kind of close-knit, so if some party cheats the other, the word is out and reputations are an important thing to maintain. Remember too the deal between Arnold Palmer and Mark McCormack of IMG. This was a handshake deal between the athlete Palmer (vendor) and personal manager McCormack (the salesman), and it lead to the world of sports management we see today. No contract was ever signed.
But we live in a country with one lawyer per 50 people, easily the most over-litigated nation in the world. So it’s best to be prepared for such documents.
I’ve seen two different types—the agreement letter and the more formal contract. What follows in this post is a typical agreement letter and notes in bold italics:
XYZ Corporation Inc.
www.xyz.com, (800) CAL LXYZ
John Q. Representative
JQR Sales Group LLC
Re: Sales Representation Agreement Form (Typical agreement form used; can be considered a binding legal contract)
We’re pleased to hire your services as an independent sales rep with our company. We expect you to act as our sales agent for the territory we will define below for as long as it is mutually beneficial to you and XYZ Corp., as well as the individual accounts involved. Either you or XYC can terminate the agreement upon 30 days notice or as agreed. This letter will be the sum of our agreement. If there are particular issues in this agreement please feel free to call and discuss, or send in a separate letter with return of a copy of this letter signed.
Your territory will be the states of ___________, ____________, _________ (filled in as needed by vendor—rep can amend as he/she sees fit). If there are any other accounts outside this area, please feel free to phone us for approval.
You’ll be an independent contractor, so we will not be withholding taxes from your commissions. We will send you 1099s or any other appropriate IRS tax documents. We’ll need following info from you in order to process these and your commission checks:
· Full personal or business name as it will appear on check and in our files.
· Complete mailing address.
· Telephone and fax numbers, plus email address and website URL.
· Social Security & Taxpayer ID numbers.
· Names of any subreps or associates you have working under you.
· Other special instructions you require.
Enclosed with this agreement (or, if it were emailed, substitute “Being forwarded to you”) is a complete set of sales materials that includes:
· Catalog binder
· Representative product samples and display units (Vendor may bill rep for these, with the expectation that the samples be returned or paid for when requested back by vendor, when partnership ends, or when product becomes discontinued. Rep may be responsible for payment of samples not returned).
A list of accounts in your area is attached. Your salesman number will be #62. (Vendor may request the rep handle these existing accounts or may request they keep hands off…or a combination of the two. Vendor will usually give details here as to how accounts are handled by the rep so that the rep gets credited with the commission).
Your commission level is ___% based on the pricing shown in your catalog binder and our wholesale website. If you need to discount from that price for larger accounts, your commission will be adjusted down accordingly. Please feel free to call and discuss before you discount any price. (Some vendors may provide a discounting schedule as well).
We accept credit cards Mastercard, Visa, and AMEX. We will accept COD Company Check with a bank reference. We can also do prepay via check mailed to us or wire transfer. In your catalog binder there is a standard Credit Application form if an account wants Net terms. We can also email this form to you. (Most companies will have policies such as this, or a few variations).
Please read this agreement thoroughly and feel free to call me with any questions or amendment concerns you might have. When you agree to what’s stated herein and any amendments we discuss, please sign and return original, keep a copy for your records. Welcome aboard!
I have read and understand the above letter and by signing below, agree to the terms.
Date: ____________ Rep signature_________________________
Date:_______________ XYZ Sales Mgr ________________________
Don’t hesitate to ask a sales manager (or whoever has composed such a letter) to change anything to your favor. Something as simple as just asking for one additional state or part of a territory can reap benefits. They may have overlooked this area (they may be poor at geography and didn’t realize it was next door to your state!); if you are dealing with accounts in that area already and know the vendor is not being handled there, go for it.
In the next post, we’ll deal with a more formal looking legal contract. Both of these documents can be legally binding. The only difference is the kind of language used and the formality and tone expressed.