No Subject

Re: [spiers] (unknown)

Dear Dean,

I have represented manufacturers (domestic and international) in the
negotiation of many a sales agent or sales rep. contract, some were
exclusive, some weren't.

Regarding whether you need permission to promote and sell, if you want to use
any of the manufacturer's intellectual property (e.g., trade mark, copyright)
in your promotional activities, you need the manufacturer's permission to do
so, and this would normally be included in your sales agent agreement.

Your question as to why you would even need such an agreement puzzles me.
Manufacturers generally treasure their sales agents because they are a source
of revenue. The manufacturer can provide you promotional material to present
to your customers, and provide you other support, for instance you will know
if a new product will be coming out before the press release is issued.

And if you are afraid that your customers would "go around you" and go
straight to the manufacturer, you can build into the agreement that you get a
commission on any sale made directly by the manufacturer IF you are the party
who introduced the customer to the product. Alternatively, you could ask the
manufacturer not to sell to your customers, but think it would be far easier
to get them to agree to giving you a commission, as well as far easier to
have such an agreement enforced at law. Agreements that limit a party's
right to do business (e.g., manufacturer's sale to a customer) are very
difficult to enforce at law. The US Constitution provides for freedom to
enter into a contract. Courts usually strike down overly restrictive
contracts, and generally want such agreements to be limited as to location
(e.g., they can't sell in your neighborhood), product (e.g., the can't sell
only the product that you are promoting), and time (e.g., they can't sell as
long as you are in the business of selling the product, but not thereafter).

This should give you a starting point.

Celeste Campbell, Esq.

Bookmark this post --- Email this post