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Manufacturing Representative Agreement Template for Canada

A Manufacturing Representative Agreement under Canadian law establishes a formal relationship between a manufacturer and an independent sales representative or agency. This agreement defines the terms under which the representative will promote and sell the manufacturer's products within a specified territory. The document covers essential elements including appointment terms, territory definition, commission structures, performance expectations, and compliance with Canadian federal and provincial regulations. It includes provisions for trademark usage, confidentiality, and termination terms while ensuring compliance with Canadian competition and commercial agency laws.

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What is a Manufacturing Representative Agreement?

The Manufacturing Representative Agreement is essential for manufacturers seeking to expand their market presence through independent sales representatives in Canada. This document is typically used when a manufacturer wants to engage professional sales representatives without creating an employer-employee relationship. It comprehensively addresses territorial rights, commission structures, performance expectations, and regulatory compliance under Canadian federal and provincial laws. The agreement is particularly important as it helps avoid potential disputes by clearly defining the relationship's parameters, representatives' authority limits, and both parties' obligations. It includes specific provisions for protecting intellectual property, maintaining confidentiality, and ensuring compliance with Canadian competition laws and commercial practices.

What sections should be included in a Manufacturing Representative Agreement?

1. Parties: Identification of the manufacturer and representative, including full legal names and addresses

2. Background: Context of the agreement, including the manufacturer's business and desire to appoint a representative

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of appointment, territorial rights, and exclusivity status

5. Representative's Rights and Obligations: Detailed responsibilities, performance standards, and reporting requirements

6. Manufacturer's Rights and Obligations: Support, training, and materials to be provided by the manufacturer

7. Commission Structure: Commission rates, calculation methods, and payment terms

8. Intellectual Property and Confidentiality: Protection of trademarks, patents, and confidential information

9. Term and Termination: Duration of agreement and grounds for termination

10. Post-Termination Obligations: Duties and restrictions following agreement termination

11. General Provisions: Standard clauses including notices, amendments, governing law, etc.

What sections are optional to include in a Manufacturing Representative Agreement?

1. Minimum Performance Requirements: Specific sales targets or performance metrics, used when the manufacturer wants to ensure minimum performance levels

2. Sub-Representatives: Terms for appointing sub-representatives, included when the representative may need to delegate duties

3. Insurance Requirements: Specific insurance coverage requirements, used in high-risk industries or territories

4. Marketing and Advertising: Specific provisions for marketing activities and cost sharing, used when representative has significant marketing responsibilities

5. Product Training: Detailed training requirements and procedures, important for technical or complex products

6. Customer Service Obligations: Post-sale support requirements, relevant for products requiring ongoing customer support

7. Non-Compete Provisions: Restrictions on representing competing products, used when exclusivity is important

8. Dispute Resolution: Specific procedures for resolving disputes, important for international agreements

What schedules should be included in a Manufacturing Representative Agreement?

1. Schedule A - Territory Description: Detailed description of geographical territory and any excluded accounts

2. Schedule B - Product List: Complete list of products covered by the agreement

3. Schedule C - Commission Rates: Detailed commission structure, including any special rates or volume incentives

4. Schedule D - Reporting Requirements: Ƶ and timing for required reports

5. Schedule E - Performance Metrics: Specific performance targets and measurement criteria

6. Appendix 1 - Trademark Usage Guidelines: Rules for using manufacturer's trademarks and logos

7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements

8. Appendix 3 - Sales Policies and Procedures: Manufacturer's standard sales policies and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Ƶ

Cost

Free to use

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