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Independent Sales Contractor Agreement for Malaysia

Independent Sales Contractor Agreement Template for Malaysia

This agreement establishes and governs the relationship between a company and an independent sales contractor under Malaysian law. It defines the terms under which the contractor will promote and sell the company's products or services, including commission structures, territorial rights, and performance expectations. The document ensures compliance with Malaysian legislation, particularly the Contracts Act 1950 and relevant commercial laws, while clearly distinguishing the independent contractor relationship from employment under the Employment Act 1955. It includes provisions for data protection, confidentiality, and intellectual property rights, tailored to Malaysian legal requirements.

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What is a Independent Sales Contractor Agreement?

This Independent Sales Contractor Agreement is designed for use when a company wishes to engage independent sales professionals without creating an employer-employee relationship under Malaysian law. It is particularly relevant for businesses expanding their sales force through external contractors, providing a legally sound framework that complies with Malaysian legislation, including the Contracts Act 1950 and relevant commercial regulations. The agreement covers essential aspects such as commission structures, sales territories, performance metrics, and compliance requirements, while incorporating necessary safeguards for both parties. It is structured to clearly differentiate the contractor relationship from employment, addressing key areas such as independence, compensation, and operational autonomy while ensuring alignment with Malaysian legal and regulatory requirements.

What sections should be included in a Independent Sales Contractor Agreement?

1. Parties: Identification of the company and the independent sales contractor, including full legal names and addresses

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of contractor appointment and detailed description of authorized sales activities

5. Independent Contractor Status: Clear statement of independent contractor relationship and distinction from employment

6. Term and Termination: Duration of the agreement and conditions for termination by either party

7. Compensation and Commission Structure: Payment terms, commission rates, and calculation methods

8. Duties and Responsibilities: Specific obligations of the contractor in performing sales activities

9. Territory and Exclusivity: Defined geographic area or market segment for sales activities

10. Compliance and Reporting: Requirements for regulatory compliance and sales reporting

11. Confidentiality: Protection of company's confidential information and trade secrets

12. Non-Compete and Non-Solicitation: Restrictions on competitive activities during and after the agreement

13. Intellectual Property: Rights and restrictions regarding use of company's IP and branding

14. Indemnification: Mutual indemnification obligations and liability limitations

15. General Provisions: Standard clauses including governing law, notices, and amendment procedures

What sections are optional to include in a Independent Sales Contractor Agreement?

1. Training and Support: Details of company-provided training and support services, included when the company offers specific training programs

2. Equipment and Resources: Provisions regarding company-provided tools or resources, needed when company supplies sales materials or equipment

3. Insurance Requirements: Specific insurance coverage requirements, included when contractor needs to maintain certain insurance types

4. Performance Targets: Specific sales targets and performance metrics, included when agreement is performance-based

5. Customer Data Protection: Detailed data protection obligations, needed when contractor handles customer personal data

6. International Sales: Additional provisions for international sales activities, included for cross-border sales

7. Digital Platform Usage: Rules for using company's digital sales platforms, needed when online sales tools are provided

8. Dispute Resolution: Alternative dispute resolution procedures, included when parties prefer specific resolution methods

What schedules should be included in a Independent Sales Contractor Agreement?

1. Schedule 1: Commission Structure: Detailed breakdown of commission rates, tiers, and calculation methods

2. Schedule 2: Territory Map: Detailed description or map of assigned sales territory

3. Schedule 3: Product List: List of authorized products/services for sale with pricing information

4. Schedule 4: Sales Targets: Specific performance metrics and sales quotas if applicable

5. Schedule 5: Reporting Ƶ: Standard forms and templates for sales reporting

6. Schedule 6: Company Policies: Relevant company policies and procedures applicable to contractors

7. Appendix A: Code of Conduct: Guidelines for professional behavior and ethical sales practices

8. Appendix B: Training Manual: Reference material for sales procedures and best practices

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Ƶ

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions



























Clauses






























Relevant Industries

Retail

Consumer Goods

Technology

Manufacturing

Financial Services

Real Estate

Telecommunications

Healthcare

Pharmaceuticals

Insurance

Automotive

Education

Professional Services

E-commerce

Relevant Teams

Legal

Sales

Human Resources

Compliance

Commercial Operations

Business Development

Contract Administration

Risk Management

Relevant Roles

Sales Director

Business Development Manager

Sales Operations Manager

Legal Counsel

Compliance Officer

Human Resources Director

Commercial Director

Contract Manager

Sales Representative

Channel Manager

Regional Sales Manager

Chief Commercial Officer

Sales Administration Manager

Industries








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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