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Independent Sales Contract Template for England and Wales

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Key Requirements PROMPT example:

Independent Sales Contract

"I need an Independent Sales Contract for engaging a sales representative to sell our software products in Northern England, with a 15% commission structure and minimum quarterly sales targets of £50,000, starting from March 2025."

Document background
The Independent Sales Contract is essential when businesses wish to engage sales representatives without creating an employer-employee relationship. This agreement, governed by English and Welsh law, defines the commercial relationship between parties, establishing clear terms for commission, territory rights, and performance expectations. It's particularly important for maintaining compliance with UK commercial agency regulations while protecting both parties' interests through clearly defined rights and obligations. The contract typically includes detailed provisions for commission calculations, reporting requirements, and termination conditions.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of sales authority and geographical limitations

5. Commission Structure: Payment terms, rates, and calculation methods

6. Obligations of Sales Representative: Key responsibilities and performance requirements

7. Term and Termination: Duration and conditions for ending the agreement

8. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Non-Compete Clause: Restrictions on competing activities - use when protecting business interests from competition

2. Intellectual Property: Protection of trademarks and brand usage - include when brand materials are being used

3. Training Provisions: Requirements for training and development - include when specific training is required

4. Minimum Performance Requirements: Specific sales targets or KPIs - include when performance metrics are crucial

Suggested Schedules

1. Commission Schedule: Detailed breakdown of commission rates and calculations

2. Territory Schedule: Detailed description of geographical territory

3. Product Schedule: List of products/services covered by the agreement

4. Reporting Templates: Standard forms for sales reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Industries

Sale of Goods Act 1979: Primary legislation governing sale of goods contracts, defining rights and obligations of buyers and sellers, including quality standards, fitness for purpose, and title requirements

Supply of Goods and Services Act 1982: Legislation applicable when services are provided alongside sales, establishing standards for service provision

Unfair Contract Terms Act 1977: Regulates exclusion and limitation clauses in contracts, determining which terms may be considered unfair or void

Consumer Rights Act 2015: Provides additional protections for consumer transactions, relevant if selling to consumers rather than businesses

Commercial Agents Regulations 1993: Governs rights and obligations of commercial agents, implementing EU Directive on commercial agency relationships

Common Law Contract Principles: Fundamental principles including offer, acceptance, consideration, intention to create legal relations, and capacity to contract

Competition Act 1998: Regulates anti-competitive practices and ensures fair market competition in business relationships

Enterprise Act 2002: Supplements competition law framework and provides additional business regulation measures

UK GDPR and Data Protection Act 2018: Governs the processing of personal data in business relationships and sales activities

Employment Status Legislation: Ensures proper classification of independent contractors and compliance with IR35 rules for self-employed status

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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