This is a very formal version. You may use a simpler form to suit your needs.

AGREEMENT between [your company], a [corporation, proprietor­ship, partnership, as appropriate] (“Company”), whose principal office is located at [your address], and [broker name], a [corporation, etc., as appropriate] of [state] with principal office located at [address].

In consideration of the mutual covenants contained herein, the parties agree as follows:

Article I

APPOINTMENT Company hereby appoints [broker name] its exclusive representative for sales of all the Company’s [indicate product types, if necessary] throughout the Territory, as designated below, on the following terms and conditions.

Article II

TERRITORY Territory means the [insert territory]. [Indicate any variations, accounts not included, etc.].

Article III

AUTHORITY [Broker name] shall promote the sale of the Company’s products according to its best judgment, including carrying out the following activities:

  1. Establishing and supervising all field sales;
  2. Contracting and servicing dealers, suppliers, retailers, whole­salers, and other users and purchasers for resale;
  3. Assessing marketing strengths and weaknesses prices, competi­tion, and other contractual terms;
  4. Recommending and implementing, if requested, advertising and promotional strategies and activities;
  5. Receiving and transmitting orders and other requests from cus­tomers.

Article IV

RIGHT TO SOLICIT AND ACCEPT ORDERS [Broker name]’s authority includes the exclusive right to solicit and accept orders, either directly or through its sales agents in the Territory, for all products of the Company. Company agrees to trans­mit regularly to [broker name] all information concerning orders and sales that the Company receives or obtains directly, whether from existing customers or from third parties. [Broker name] will supply the Company its best field information on credibility for any new account and will maintain field surveillance on established accounts in terms of stability/credibility. Company has the responsibility and authority to control credit line and terms to the customer.

Article V

COMMISSION ON SALES Unless specified otherwise:

  1. [Broker name] shall be entitled on all orders shipped by the Company to a commission of 10 percent for sales to retailers, and 5 percent for sales to distributors.
  2. The commission will be calculated on the total dollar amount of the order FOB [your warehouse location].

Article VI


  1. [Broker name] agrees to use its best efforts to promote the sales and use of, and to solicit and secure orders for, the products of the Company within the Territory.
  2. [Broker name] shall observe Company policies, as provided in writing by the Company, as regards the sales of Company’s prod­ucts and shall be furnished regularly with sales literature, techni­cal data, and sample products by the Company, in reasonable quantities and without charge.
  3. [Broker name] shall not participate in the sale of any product that would conflict with the products of the Company included in this agreement without the authorization of the Company.

Article VII

EXPENSES Except as herein provided, [broker name] agrees to assume all expenses of its own employees, and all expenses of maintaining its organization as the sales representatives of the Company’s products within the Territory and all expenses of sales agents or brokers retained by [bro­ker name]. [Broker name] will identify and recommend advertising and promotional opportunities which, if agreed to by the Company, will be paid for by the Company.

Article VIII

COMPANIES REPRESENTED [Broker name] will provide to the Company a list of all companies that it represents.

Article IX

DURATION OF AGREEMENT: TERMINATION This agreement shall be effective from the execution hereof, and shall be binding on the parties hereto and their assigns, representatives, heirs, and successors. This agreement shall continue in effect for one year, and be automatically renewable annually thereafter until termi­nated by either party on thirty (30) days’ written notice to the other, provided that in the event of insolvency or adjudication in bankruptcy or on the filing of a petition therefore by either party, this agreement may be terminated immediately at the option of either party on writ­ten notice to the other. Termination shall be without prejudice to the rights and obligations of the parties hereto that have vested prior to the effective date of termination, except that, on termination, the Company shall pay [broker name] the commissions provided only on orders received by the Company prior to the effective date of such ter­mination and delivered to customers within ninety (90) days follow­ing the effective date of such termination. The acceptance, however, of such orders and the liability of the Company for the payment of com­missions thereon are to be subject to the terms and conditions herein before provided.

Article X

CHANGES; ALTERATIONS No change, alteration, modification, or amendment to this agreement shall be effective unless in writing and properly executed by the par­ties hereto.

Article XI

APPLICABLE LAW This agreement and any disputes relating thereto shall be construed under the laws of [your state], United States of America.

Article XII

CONTRACT TERMS EXCLUSIVE This agreement constitutes the entire agreement between the parties hereto and the parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this agreement or any representations inducing the execution and delivery hereof except as specifically set forth herein and each of the parties hereto acknowledges that it has relied on its own judgment in enter­ing into the same.

IN WITNESS WHEREOF, the parties have executed this agreement:

This _______________________ day of ____________, 20______

By: ________________________ By: ______________________ (your company name) (broker name)