Sales Agency Agreement

Sales Agency Agreement

〔Principalの名称〕 (the Principal) and 〔Agentの名称〕 (the Agent) agree as of 〔契約締結日〕 as follows.

Article 1. Appointment and Authority

1.1 Principal appoints Agent on a non-exclusive basis to solicit sales of 〔対象商品の内容〕 to customers whose principal place of business is in 〔販売地域〕.

1.2 Agent is an independent contractor and may not appoint a subagent without Principal’s prior written consent.

1.3 The authority mode is 〔販売代理権限の方式〕, which must be either “solicitation only” or “limited signing authority”.

1.4 In solicitation-only mode, Agent may forward Principal’s offers and customer orders, but only Principal may accept an order or conclude a sale.

1.5 In limited-signing-authority mode, Agent may conclude a sale in Principal’s name only with the customer identified in a written offer approved by Principal, during that offer’s stated validity period, and only on its unaltered price, products, delivery, payment and other terms.

1.6 Agent shall retain the approved offer and the customer’s matching acceptance and promptly give both to Principal.

1.7 In either mode, Agent may not change an offer, promise additional warranties or discounts, collect money, or bind Principal in any other way.

1.8 Principal may reject an order it has not accepted and may withdraw an unaccepted offer by notice to Agent, subject to any rights already created under an applicable law.

Article 2. Commission and Records

2.1 Agent shall identify a prospective customer to Principal by a dated written registration stating the customer’s name and contact.

2.2 A customer is registered unless Principal objects within 10 business days after receipt with dated records showing that the customer was already an active customer or prospect before registration, or that it is listed in 〔登録対象外の既存顧客〕. An objection does not prevent the parties from agreeing in writing to register that customer.

2.3 Subject to any mandatory law, commission at 〔報酬率〕 percent is earned when Principal receives the customer’s payment for a sale of 〔対象商品の内容〕 to a registered customer in 〔販売地域〕 concluded during the term; repeat purchases during the term qualify.

2.4 The commission base is the amount actually received for the products, excluding separately stated taxes, shipping charges and refunds.

2.5 No commission is due on a rejected order or an amount not received.

2.6 For each calendar month, Principal shall give Agent a transaction-level statement within 15 days after month-end and pay commission in 〔報酬の通貨〕 within 30 days after that month-end. Agent may object with reasons and supporting records within 30 days after receiving a statement; a late objection does not by itself waive a valid claim. Principal shall investigate and correct errors in the next statement, without withholding undisputed sums.

2.7 If an amount on which commission was paid is later refunded, Principal shall show the adjustment in a statement and may offset the corresponding commission against future commission or request repayment within 30 days.

2.8 Once per year, on reasonable notice, Agent may have an independent accountant review records reasonably necessary to verify commission, under confidentiality obligations; Principal bears the reasonable review cost if the review establishes an underpayment exceeding 5 percent for the period reviewed.

2.9 Article 6 governs post-term sales and later receipts or refunds.

Article 3. Conduct and Ending

3.1 Agent shall use Principal’s names and marks only to promote the products during the term in accordance with Principal’s written brand guidance; no ownership transfers.

3.2 Agent shall accurately describe approved product terms, promptly relay orders and complaints, disclose material conflicts of interest, and keep dated records of registrations and authorized offers.

3.3 Neither party shall offer or accept improper inducements.

3.4 Agent shall not state that it has authority beyond Article 1.

3.5 On expiration or termination, Agent shall immediately stop soliciting in Principal’s name and using its marks, deliver its outstanding customer communications and transaction records to Principal within 10 business days, and reasonably assist with customer handover.

3.6 The parties shall handle customer data and retained records under Article 5 and reconcile commission under Articles 2 and 6.

Article 4. Change Control and Notices

4.1 A change to this Agreement, including the territory, products, commission rate or authority mode, is effective only in a writing signed by authorized representatives of both parties; an approved customer offer under Article 1 changes only that offer and not this Agreement.

4.2 Formal notices shall be sent by trackable courier to the party’s address stated in the Schedule or by email to its notice email there, with a non-automated acknowledgment of receipt. A notice takes effect on documented delivery or acknowledged email receipt; if the recipient refuses courier delivery, it takes effect on the documented refusal. A party may update its notice details by notice under this Article.

Article 5. Confidentiality and Compliance

5.1 Each party shall use the other party’s nonpublic information and customer information received through this engagement only to perform this Agreement, disclose it only to personnel and approved service providers bound by appropriate confidentiality duties on a need-to-know basis, and apply reasonable technical and organizational safeguards. A receiving party shall notify the other party without undue delay and in any event within 24 hours after discovering unauthorized access, loss or disclosure involving that information, provide available facts, take reasonable steps to contain the incident, and cooperate on required notifications and remediation.

5.2 Confidentiality excludes information the recipient can substantiate was public without breach, lawfully known without restriction, independently developed, or lawfully received without restriction from a third party.

5.3 Mandatory legal disclosures are permitted after advance notice when lawful.

5.4 Each party shall comply with laws applicable to its own performance, including applicable anti-bribery, trade and personal-data requirements.

5.5 Neither party shall transfer customer information across a border unless it has satisfied applicable transfer requirements.

5.6 Confidentiality continues for three years after termination, and for trade secrets for as long as they remain protected by applicable law; lawful record retention does not permit other use.

Article 6. Term, Termination and Consequences

6.1 This Agreement begins on 〔契約締結日〕 and expires on 〔契約終了日〕, unless ended earlier; it renews only by a writing signed by both parties.

6.2 Either party may terminate on 30 days’ written notice for convenience, subject to any longer mandatory notice period or non-waivable termination right.

6.3 Either party may terminate for a material breach not cured within 15 days after a written notice describing the breach; it may terminate immediately for fraud or willful misconduct that cannot reasonably be cured.

6.4 Termination does not cancel a customer sale already concluded under Article 1.

6.5 Subject to any mandatory law, commission remains payable under Article 2 on receipts after termination for sales concluded during the term and for sales concluded within 60 days after termination with a customer registered before termination where Agent’s pre-termination communications materially resulted in that sale, as shown by dated records. No other post-term sale qualifies under this Agreement; this limit does not exclude any non-waivable entitlement.

6.6 Principal shall continue monthly statements and payments until all qualifying receipts and refunds are reconciled.

6.7 Within 10 business days after termination, each party shall return the other’s materials if instructed before that deadline or otherwise securely delete them, except records it must retain by law or reasonably needs to verify, pay or dispute surviving obligations; retained information remains protected under Article 5.

6.8 Routine backups shall be deleted within 90 days after termination; legally retained records shall be deleted when the notified legal retention basis ends, and surviving-claim records when no longer reasonably needed.

6.9 Preservation does not permit renewed solicitation.

6.10 Articles 2, 5, 7 and this Article’s reconciliation and handover duties survive to the extent needed to perform them.

Article 7. Liability and Disputes

7.1 A party is liable for direct losses caused by its breach, subject to an aggregate liability cap of 〔責任上限額〕 〔報酬の通貨〕 for all claims arising from this Agreement. The cap does not apply to fraud, willful misconduct, gross negligence, death or personal injury, unpaid commission or other payment due, or liability that cannot lawfully be limited.

7.2 The parties shall first refer a dispute to their designated business leads for 15 days, without preventing urgent protective proceedings.

7.3 This Agreement is governed by the law of 〔準拠法〕, excluding its conflict-of-laws rules, subject to overriding mandatory law. The courts of 〔専属管轄裁判所〕 have exclusive jurisdiction to the extent permitted by applicable law.

【Schedule of Commercial Terms】

Complete the variables with the specified facts before signature. For 〔販売代理権限の方式〕, enter exactly “solicitation only” or “limited signing authority”; if the latter applies, each customer-specific written offer must be approved by Principal before Agent may conclude that sale. For 〔登録対象外の既存顧客〕, identify existing accounts by name or enter “none”. The territory identifies where the customer has its principal place of business; identify the products sufficiently to distinguish them from other lines.

Products and territory：〔対象商品の内容〕; 〔販売地域〕

Authority mode：〔販売代理権限の方式〕

Excluded existing accounts：〔登録対象外の既存顧客〕

Commission rate and payment currency：〔報酬率〕 percent; 〔報酬の通貨〕

Term：〔契約締結日〕 to 〔契約終了日〕

Aggregate liability cap：〔責任上限額〕 〔報酬の通貨〕

Governing law and exclusive courts：〔準拠法〕; 〔専属管轄裁判所〕

Principal notice address and email：〔Principalの通知先住所〕; 〔Principalの通知先メールアドレス〕

Agent notice address and email：〔Agentの通知先住所〕; 〔Agentの通知先メールアドレス〕

Date: 〔契約締結日〕

First party: 〔Principalの名称〕 Signature: ____________________

Second party: 〔Agentの名称〕 Signature: ____________________