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Non Exclusive Sales Agreement Template for South Africa

A Non-Exclusive Sales Agreement governed by South African law that establishes a commercial relationship between a principal/supplier and a sales representative/agent. The agreement grants non-exclusive rights to sell products or services within specified territories or market segments, while complying with South African commercial law, including the Consumer Protection Act and Competition Act. It details commission structures, performance expectations, territorial rights, reporting requirements, and both parties' obligations, while maintaining the principal's right to appoint other representatives or sell directly.

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What is a Non Exclusive Sales Agreement?

The Non-Exclusive Sales Agreement is a crucial commercial document used in the South African business environment when a company (principal) wishes to appoint sales representatives while maintaining flexibility in its distribution strategy. This agreement type is particularly relevant in today's dynamic market where businesses need multiple channels to reach diverse customer segments. The document complies with South African commercial law, including the Consumer Protection Act and Competition Act, while establishing clear parameters for the sales relationship. It covers essential elements such as commission structures, territory definitions, performance metrics, and reporting requirements, without limiting the principal's right to engage other sales channels. This agreement is commonly used when launching new products, expanding into new territories, or diversifying sales channels, and provides a balanced framework that protects both parties' interests while promoting business growth.

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

1. Parties: Identification and details of the Principal/Supplier and the Sales Agent/Representative

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Appointment and Scope: Non-exclusive appointment of the sales representative and scope of authority

5. Territory: Geographic area or market segment where the sales representative is authorized to operate

6. Duration and Term: Period of the agreement, including commencement date and renewal terms

7. Products and Services: Description of products/services the sales representative is authorized to sell

8. Pricing and Commission Structure: Commission rates, calculation methods, and payment terms

9. Obligations of the Sales Representative: Duties, responsibilities, and performance standards

10. Obligations of the Principal: Support, training, and resources to be provided by the principal

11. Reporting Requirements: Regular reporting obligations and performance metrics

12. Intellectual Property: Usage rights and protection of trademarks, logos, and other IP

13. Confidentiality: Protection of confidential information and trade secrets

14. Termination: Grounds for termination and termination procedures

15. Post-Termination Obligations: Obligations and restrictions after agreement ends

16. General Provisions: Standard legal clauses including notices, governing law, etc.

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

1. Performance Targets: Specific sales targets and consequences of meeting/missing them - include when performance-based incentives are part of the agreement

2. Training and Support: Detailed training and support provisions - include when extensive training is required

3. Marketing and Promotion: Marketing responsibilities and cost-sharing - include when marketing is a significant component

4. Non-Compete Provisions: Restrictions on competing activities - include when protecting market share is crucial

5. Sub-Agents: Rights and procedures for appointing sub-agents - include when sub-agents may be needed

6. Insurance Requirements: Specific insurance coverage requirements - include for high-risk products/services

7. Data Protection: POPIA compliance and data handling procedures - include when personal information is processed

8. Force Majeure: Provisions for unforeseen circumstances - include when long-term or high-value contract

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

1. Schedule 1: Product List: Detailed list of products/services with specifications and pricing

2. Schedule 2: Commission Structure: Detailed commission rates, tiers, and calculation methods

3. Schedule 3: Territory Definition: Detailed description of geographic territories or market segments

4. Schedule 4: Performance Metrics: Specific KPIs and measurement criteria

5. Schedule 5: Reporting Templates: Standard forms and templates for required reports

6. Appendix A: Standard Operating Procedures: Detailed procedures for order processing and fulfillment

7. Appendix B: Marketing Guidelines: Brand guidelines and approved marketing practices

8. Appendix C: Training Manual: Product knowledge and sales process documentation

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

South Africa

Cost

Free to use

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