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1. Parties: Identifies the company and the independent sales representative, including full legal names and addresses
2. Background: Explains the context of the agreement, the company's business, and its desire to engage an independent sales representative
3. Definitions: Defines key terms used throughout the agreement including Products, Territory, Customers, Commission, etc.
4. Appointment and Scope: Establishes the appointment of the representative, their independent contractor status, and the scope of their authority
5. Territory and Exclusivity: Defines the geographic area or market segment where the representative is authorized to sell
6. Representatives Obligations: Details the core responsibilities, sales targets, reporting requirements, and professional conduct expectations
7. Company's Obligations: Outlines the company's responsibilities regarding product information, support, and training
8. Commission Structure: Details the commission rates, calculation methods, payment terms, and conditions for earning commission
9. Term and Termination: Specifies the duration of the agreement and conditions for termination by either party
10. Confidentiality: Protects the company's confidential information and trade secrets
11. Intellectual Property: Addresses the use of company trademarks, logos, and other intellectual property
12. Indemnification: Establishes mutual indemnification obligations and liability limitations
13. Governing Law: Specifies Pakistani law as governing law and outlines dispute resolution procedures
14. General Provisions: Includes standard boilerplate clauses like notices, amendments, and severability
1. Non-Compete: Restricts the representative from competing during and after the agreement. Include when protecting market share is crucial
2. Insurance Requirements: Specifies required insurance coverage. Include when representative's activities pose significant risks
3. Minimum Performance Standards: Sets specific sales targets or KPIs. Include when performance metrics are essential
4. Sub-Representatives: Addresses the ability to appoint sub-representatives. Include when hierarchical sales structure is permitted
5. Marketing and Advertising: Details rules for marketing activities. Include when representative will conduct independent marketing
6. Product Training: Specifies mandatory training requirements. Include for complex products or services
7. Customer Service Standards: Establishes customer service requirements. Include for customer-facing roles
8. Inventory Management: Addresses product stock handling. Include if representative maintains inventory
1. Schedule A - Products: Detailed list of products/services the representative is authorized to sell
2. Schedule B - Territory Map: Detailed description or map of the authorized sales territory
3. Schedule C - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule D - Sales Targets: Specific sales quotas and performance metrics
5. Schedule E - Approved Customer List: List of existing customers or approved potential customers
6. Schedule F - Reporting Templates: Standard forms for sales reports and activity logging
7. Appendix 1 - Company Policies: Relevant company policies applicable to sales representatives
8. Appendix 2 - Marketing Guidelines: Guidelines for use of company branding and marketing materials
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