1. INTERNATIONAL SALES REPRESENTATIVE CONTRACT
1. Definition
2. Parties to the Contract
3. Main clauses and sample
3.1 Exclusivity and Territory
3.2 Commitment to non competition
3.3 Negotiation of transactions
3.4 Remuneration of Representative
3.5 Compensation
4. Law applicable
5. Model Contract
www.globalnegotiator.com

2. In this contract one company (the Principal) which supplies
products or services, and is interested in expanding its sales in
overseas markets, appoints either an individual or a company (the
Representative) with ample knowledge and experience in overseas
trade and international marketing.
Unlike the International Commercial Agency Contract, it allows
for the Representative to negotiate and close negotiations on the
company’s behalf. Nevertheless, when negotiating with clients, the
Representative shall offer the products strictly according to the
clauses and conditions of sale which the company has stipulated.
1. DEFINITION
www.globalnegotiator.com

3. The Principal is always a company but the Representative can be a
company or a person (independent professional). For each party, the
following has to be included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability company, etc.
• Name and position of company representative who signs the
agreement.
• Name, profession, full address and nationality of person who acts as
Representative.
• Tax ID number of both parties.
2. PARTIES TO THE CONTRACT
www.globalnegotiator.com

4. Some of the most important clauses in the International
Sales Representative Contract as follows:
• Exclusivity and territory
• Commitment to non competition
• Negotiation of transactions
• Remuneration of Representative
• Compensation
3. MAIN CLAUSES AND SAMPLE
See sample International Sales Representative Contract
www.globalnegotiator.com

5. “The Representative shall carry out his/her activity
exclusively for the Company in the territory named in Annex
of the present Contract, and may not carry out such activity
beyond the designated territory.”
3.1 EXCLUSIVITY AND TERRITORY
See sample International Sales Representative Contract

6. “The Representative shall not, without authorization in writing
from the Company, manufacture, distribute or represent the type of
product which competes directly with the products manufactured by
the Company. To this end, the Representative declares that on the
date of signing the present Contract, (s)he acts as a representative,
agent or distributor for the companies and products listed in Annex
of the present Contract. The commitment to non competition is to
be upheld throughout the term of the present Contract and for a
further ….. [1, 2, 3] years after its date of completion.”
3.2 COMMINTMENT TO NON COMPETITION
See sample International Sales Representative Contract

7. “The Representative shall negotiate and close transactions of purchase
and sale on behalf of the Company. When negotiating with clients,
the Representative shall offer the products in strict observance of the
clauses and conditions of sale which the Company has expounded.”
3.3 NEGOTIATION OF TRANSACTIONS
See sample International Sales Representative Contract

8. Alternative A. “The Representative shall be paid commission of …..
% on the sales of the products approved by the Company.”
Alternative B. “The Representative shall be paid a commission of
….. % on the sales of the products approved by the Company,
as well as on transactions set up directly by the Company
with established clients within the territory assigned to the
Representative.”
3.4 REMUNERATION OF REPRESENTATIVE
See sample International Sales Representative Contract

9. “The Representative shall not be entitled to compensation for lost
business in case of early termination of the Contract. Nevertheless,
(s)he shall be entitled to claim for damages should the termination
by the Company amount to a breach of Contract.”
3.5 COMPENSATION
See sample International Sales Representative Contract

10. International Law standards are not applied to this type
of Contract.
The parties are free to submit any conflicts regarding the
agreement to International Arbitration or to the Laws of
the country of one of the parties. They will normally be
subject to the Laws of the country of the Principal.
4. LAW APPLICABLE
See sample International Sales Representative Contract

11. In order to obtain the model contract in Word format
and the user guide, click on:
International Sales Representative Contract
5. MODEL CONTRACT
www.globalnegotiator.com