DarrenW
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| posted on 9/6/09 at 11:22 AM |
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Long Shot - sales agency help
I know this is a long shot but worth asking anyway. Iam in the process of tying up a sales agency agreement to sell software for a logistics and
warehousing software developer. They have sent me a draft copy of an agreement they would like me to sign. I have never been an agent before but
nevertheless i can see that the agreement so far isvery one sided to the company and extremely simply written. i was led to believe that it was drawn
up by a solicitor but i cant believe it has been (i would have expected all sorts of legal jargon and clauses etc).
My question is - is anyone on here an agent and have a contract? Im hoping i can see a copy so that i can get some ideas how they sjhould be written.
I know they are always tailormade to the actual agency etc and some people may be restricted from letting me see theres. Im not interested in the
names, addresses, specific product details etc, just the general wording.
Unfortunately from what i can glean from mine i have to be careful who i show it to, but you never know there may be an expert in this field close to
me. I have been considering taking it to a solicitor but the way it is currently they would probs sting me for a long meeting and re-writing it from
scratch. Id rather get it somewhere close at first.
Thanks in advance,
Darren.
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alfasudsprint
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| posted on 9/6/09 at 11:37 AM |
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Darren,
they may refuse to anter into a different contract anyway- worth checking.
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DarrenW
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| posted on 9/6/09 at 12:17 PM |
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Its a new company and i believe this is the first agreement they have ever constructed so should be safe on that.
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andkilde
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| posted on 9/6/09 at 01:26 PM |
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I've got a rep agreement with one of the firms I sell for, the rest are handshake deals (yes, I know  ).
There should be some templates available online to checkout -- I know I've looked at a few over the years.
Just in a general sense, what is the one-sided bit in regards to?
Are they throwing all sorts of non-compete type stuff in? That's worth talking to a solicitor about. It's pretty common to have "if
you leave you can't compete for x-years etc" tossed at you. It's pretty silly and usually unenforceable unless they are compensating
you for not competing. I'd strike out any non-compete clauses at the outset, you can't be expected to flip burgers to feed your family if
the deal doesn't work out
Make sure you get all of your remuneration clauses, draws, commissions, expenses, bonuses, tax remittances, etc written in stone. The company
accountant or comptroller should be onside with this one -- they hate surprises...
Also, get your territory well defined in the agreement as well as any "split commissions" or "house account" or
"protected account" situations, even if none exist today specifically ban them or define to them in the deal.
Cheers, Ted
[Edited on 9/6/09 by andkilde]
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DarrenW
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| posted on 9/6/09 at 01:42 PM |
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Wow, thanks Ted. I dont really know what to expect as a reply to the post, but you have pretty much touched on all of the main areas that picked up as
not well covered but should be. its tricky when you dont know the jargon etc. They are new to this as am myself. We have bounds of enthusiasm to move
forward but i want all of the bases covered - as you have pointed out they should be.
One of the directors is a friend. Because of this i want our professional relationship to be well documented.
Its things like the territory (North of Sheffield is a bit vague ref the boundaries!), commission, expenses etc that i have picked up so far. I also
want them to give me sole agancy for that area etc etc.
From my employment issues with last company i also want things like termination to be well covered. Its strange talking about the end when you first
start out but i believe this is iimportant. Example - the product is on a 12 week delivery, i dont want to leave some time and find i dont get the
commission on sales that are still going through. Similarly i dont want the comms to be delayed just because they screw up an order or payment is
delayed.
Thanks for the heads up. Id be ever so grateful if you can point me towrds some better online templates.
[Edited on 9/6/09 by DarrenW]
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Confused but excited.
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| posted on 9/6/09 at 02:00 PM |
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North of Sheffield is a good area. It gives you the NE, the NW, the whole of Scotland. Then most of North America, Canada and Alaska. On this side,
Northern Europe, Japan.
So make sure your expenses cover air fair. 
Tell them about the bent treacle edges!
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andkilde
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| posted on 9/6/09 at 08:46 PM |
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There's a bunch to be found by googling "sales rep agreement".
This one looks to be a good start:
http://smallbusiness.findlaw.com/business-forms-contracts/business-forms-contracts-a-to-z/form1-38.html
But, I'd go through any agreement line by line to tailor it to your needs and local employment laws.
I've got two years commission post termination in my agreement -- long periods such as this make sense when you're building a new
territory from scratch and/or they want to compensate you in a non-compete agreement.
Cheers, Ted
[Edited on 9/6/09 by andkilde]
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DarrenW
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| posted on 10/6/09 at 09:07 AM |
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That is a great link Ted. Thanks again. It also answers some of my questions regarding how an agent will know if invoices have been paid and coms are
due.
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