This Agreement is for the appointment of an individual to act as a sales consultant. It is prepared in the form of a letter to be issued on the headed notepaper of the company making the appointment. Two copies of the letter should be signed on behalf of the company and one of these should be countersigned by the consultant and returned to the company, thus constituting the legally binding contract between them.
1. SERVICES & TERRITORY
This briefly describes the work of the consultant, and defines the territory in which they are to operate. The Consultant’s Services and Territory are to be detailed in the Schedule.
2. COMMENCEMENT & DURATION
This clause details the commencement date and duration for the consultant’s services.
3. WORKING TIME
The consultant, while not an employee, is required under clause 3 to provide services for an agreed number of hours/days per week/month and holidays need to be taken after the dates have been cleared with the company.
4. OFFICE FACILITIES
Clause 4 deals with the possibility of either the company or the consultant being responsible for maintenance of office and other facilities. One of the alternatives in this clause will have to be deleted or amended depending on the circumstances.
5. CONSULTATION AND CHANGE TO SERVICES
This Clause details the Consultant’s obligation to report progress to the Company, and provisions for changes to the services provided by the Consultant.
6. FEES & EXPENSES
The Consultant’s fees and expenses are to be detailed in the Schedule.
Under the terms of the Agreement, the consultant operates on a self-employed basis and submits invoices for his fees and expenses to the company.
8. OBLIGATIONS OF CONSULTANT
This clause sets out some fairly generally worded obligations on the part of the consultant. So far as the consultant’s obligations are concerned, specific services which are not covered by clause 8 should be dealt with in the schedule.
9. INDEPENDENCE & AUTHORITY
Clause 9 makes it clear that he has no authority to commit the Company or to accept any orders for products - unless expressly authorised in writing on a case by case basis. Legal advice is recommended as to whether this agreement might be interpreted as creating the appointment of an agent and, in consequence, whether the law governing agency, in particular the agent’s rights on termination, might apply.
10. COMPANY OBLIGATIONS
This clause sets out some fairly generally worded obligations on the part of the company.
Under the terms of the Agreement, the consultant operates on a self-employed basis and is responsible for payment of his own taxes.
Clause 12 deals with confidentiality and the protection of the intellectual property rights of the company and of any manufacturer of the products which are covered by the Agreement.
13. INTELLECTUAL PROPERTY
Like Clause 12, Clause 13 deals with confidentiality and the protection of the intellectual property rights of the company and of any manufacturer of the products which are covered by the Agreement.
14. ASSIGNMENT & SUBCONTRACTING
This clause prohibits assignment and subcontracting.
If either party becomes insolvent or commits a material breach of the agreement then it is sensible to give the other party the right to terminate. This clause makes specific reference to the Consultant’s sales targets.
16. RESTRICTIONS AFTER TERMINATION
It is usual for someone who ends their relationship with a company to be restricted from taking business or soliciting customers of his former firm. Legal advice should be obtained as a restriction which is too widely drafted may well be unenforceable. Limiting the period of the restriction and confining it to a relevant geographical area can help to ensure its enforceability.
This Clause indemnifies the Company against any liability that the Consultant incurs as a result of some wrongful act of the Consultant.
It is usual to have a clause such as this, stating that notices must be given in writing and specifying the method of giving notice – in this case by hand, by fax or by post.
This clause explains the governing language of the contract.
20. RESOLUTION OF DISPUTES
Hopefully no disputes will arise, but it is sensible to specify the law of the country which governs the agreement - usually that of the country which both parties are resident – and also to say how disputes will be resolved if they do arise.
21. GOVERNING LAW
As above, it is sensible to specify the law of the country which governs the agreement - usually that of the country which both parties are resident.