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Non Exclusive Sales Representative Agreement for India

Non Exclusive Sales Representative Agreement Template for India

A Non-Exclusive Sales Representative Agreement under Indian law establishes a commercial relationship where a sales representative is authorized to promote and sell the principal's products or services, while the principal retains the right to appoint other representatives in the same territory. The agreement, governed by Indian contract law and commercial regulations, defines the scope of authority, commission structure, territory rights, and obligations of both parties. It includes essential provisions for protecting intellectual property, maintaining confidentiality, and ensuring compliance with Indian taxation and commercial laws while providing flexibility for both parties to maintain multiple business relationships.

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What is a Non Exclusive Sales Representative Agreement?

This Non-Exclusive Sales Representative Agreement is designed for businesses operating in India who wish to expand their sales reach through external representatives while maintaining flexibility in their distribution strategy. The document is particularly useful when a company wants to test new markets or maintain multiple sales channels without committing to exclusive arrangements. It encompasses all essential elements required under Indian law, including detailed commission structures, territory definitions, and compliance requirements. The agreement balances the principal's need for market expansion with risk management, while providing sales representatives with clear operational guidelines and compensation frameworks. It's specifically structured to comply with Indian contract law, competition law, and commercial regulations, making it suitable for both domestic and international companies operating in the Indian market.

What sections should be included in a Non Exclusive Sales Representative Agreement?

1. Parties: Identifies and provides full details of the principal company and the sales representative

2. Background: Outlines the context of the agreement, including the principal's business and desire to appoint sales representatives

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Establishes the non-exclusive nature of the appointment and defines the geographical territory

5. Rights and Obligations of Sales Representative: Details the representative's duties, responsibilities, and permitted activities

6. Principal's Obligations: Outlines the principal's commitments, including support and information provision

7. Commission Structure: Details the commission rates, calculation methods, and payment terms

8. Term and Termination: Specifies the duration of the agreement and circumstances for termination

9. Intellectual Property Rights: Protects the principal's IP and defines permitted usage by the representative

10. Confidentiality: Ensures protection of sensitive business information

11. Non-Solicitation: Prevents poaching of customers or employees during and after the agreement

12. Indemnification: Outlines mutual indemnification obligations

13. Governing Law and Jurisdiction: Specifies Indian law as governing law and sets jurisdiction for disputes

14. General Provisions: Includes standard boilerplate clauses like notices, entire agreement, and amendments

What sections are optional to include in a Non Exclusive Sales Representative Agreement?

1. Performance Targets: Sets minimum sales targets or KPIs - include when specific performance metrics are required

2. Training Requirements: Specifies mandatory training programs - include when product complexity requires formal training

3. Marketing and Promotion: Details marketing responsibilities and cost sharing - include when representative has marketing duties

4. Sub-Representatives: Rules for appointing sub-representatives - include when sub-delegation might be needed

5. Insurance Requirements: Specifies required insurance coverage - include for high-value products or regulated industries

6. Data Protection: Additional data privacy obligations - include when handling personal data

7. Force Majeure: Provisions for unforeseen circumstances - include when long-term relationship anticipated

8. Post-Termination Obligations: Detailed post-termination duties - include when complex wrap-up needed

What schedules should be included in a Non Exclusive Sales Representative Agreement?

1. Schedule 1 - Territory Description: Detailed description of geographical territory with specific boundaries

2. Schedule 2 - Products: Complete list of products/services the representative is authorized to sell

3. Schedule 3 - Commission Rates: Detailed commission structure including any variations by product/customer

4. Schedule 4 - Sales Targets: Specific sales targets and measurement criteria

5. Schedule 5 - Reporting Templates: Standard formats for sales reports and documentation

6. Appendix A - Principal's Policies: Relevant company policies the representative must follow

7. Appendix B - Marketing Guidelines: Guidelines for use of principal's brand and marketing materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Cost

Free to use

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