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Non Exclusive Sales Agreement Template for Australia

A Non-Exclusive Sales Agreement is a legally binding contract governed by Australian law that establishes a commercial relationship between a principal/supplier and a sales representative/agent. The agreement grants the representative the right to sell products or services within a defined territory, while allowing the principal to appoint other representatives in the same area. The document outlines commission structures, performance expectations, territories, reporting requirements, and mutual obligations while incorporating relevant provisions of Australian commercial law, including the Competition and Consumer Act 2010 and applicable state-specific legislation.

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What is a Non Exclusive Sales Agreement?

The Non-Exclusive Sales Agreement is essential for businesses operating in Australia that wish to expand their sales channels while maintaining flexibility in their distribution strategy. This document is particularly useful when a company wants to test new markets or sales approaches without committing to exclusive arrangements. The agreement covers crucial aspects such as territory definitions, commission structures, performance metrics, and reporting requirements, while ensuring compliance with Australian legislation including the Competition and Consumer Act 2010 and relevant state laws. It's commonly used when companies want to maintain control over their sales channels while benefiting from multiple representatives' efforts, or when testing new market segments before considering exclusive arrangements.

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

1. Parties: Identification of the principal/supplier and the sales agent/representative, including full legal names and addresses

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

3. Definitions: Defined terms used throughout the agreement, including Products, Territory, Commission, etc.

4. Appointment and Scope: Clear statement of non-exclusive appointment, territory definition, and scope of sales authority

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. Obligations of the Sales Representative: Key responsibilities, sales targets, reporting requirements, and standard of performance

7. Obligations of the Principal: Support to be provided, product supply commitments, and training obligations

8. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for commission eligibility

9. Orders and Sales Process: Process for submitting and accepting orders, delivery terms, and customer handling

10. Intellectual Property: Usage rights for trademarks, logos, and marketing materials

11. Confidentiality: Protection of confidential information and trade secrets

12. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

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 evaluation is desired

2. Training Requirements: Detailed training obligations and certification requirements - include for technical products or regulated industries

3. Marketing and Promotion: Specific marketing obligations and cost-sharing arrangements - include when joint marketing efforts are contemplated

4. Customer Data Protection: Specific provisions for handling customer data - include when dealing with personal information

5. Non-Compete Provisions: Restrictions on competing activities - include when protecting market position is critical

6. Insurance Requirements: Specific insurance coverage requirements - include for high-value products or high-risk activities

7. Dispute Resolution: Detailed dispute resolution procedures - include when specific resolution mechanisms are preferred

8. Sub-agents: Rights and restrictions regarding appointment of sub-agents - include when sub-agents might be needed

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

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing

2. Schedule 2 - Territory: Detailed description of geographic territory or market segments covered

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

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

5. Schedule 5 - Approved Marketing Materials: List of approved marketing materials and usage guidelines

6. Schedule 6 - Reporting Requirements: Templates and schedules for required sales reports

7. Appendix A - Standard Operating Procedures: Detailed procedures for order processing and customer handling

8. Appendix B - Training Requirements: Detailed training programs and certification requirements

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Genie AI

Sector

Cost

Free to use

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