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Sales Subcontractor Agreement for Malaysia

Sales Subcontractor Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes and regulates the relationship between a company and its sales subcontractor. This document outlines the terms and conditions under which the subcontractor will promote and sell products or services, including commission structures, performance targets, territorial rights, and compliance requirements. It incorporates relevant Malaysian legal requirements, including those from the Contracts Act 1950 and Sales of Goods Act 1957, while ensuring proper classification of the subcontractor relationship under Malaysian employment law.

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Sales Subcontractor Agreement

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What is a Sales Subcontractor Agreement?

The Sales Subcontractor Agreement is essential for businesses operating in Malaysia that wish to expand their sales capacity through external partners without creating direct employment relationships. This document is typically used when a company wants to engage independent sales professionals or firms to market and sell their products or services while maintaining control over brand representation and sales processes. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950, Employment Act 1955, and relevant tax regulations. It covers crucial aspects such as commission structures, sales territories, performance metrics, confidentiality obligations, and termination provisions. This agreement is particularly important for maintaining clear boundaries between employment and independent contractor relationships under Malaysian law, while ensuring effective sales channel management.

What sections should be included in a Sales Subcontractor Agreement?

1. Parties: Identification of the main contractor and subcontractor with 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 appointment and detailed scope of subcontractor's services

5. Term and Renewal: Duration of the agreement and renewal provisions

6. Subcontractor's Obligations: Detailed responsibilities and performance requirements

7. Company's Obligations: Main contractor's responsibilities and support provisions

8. Compensation and Payment: Commission structure, payment terms, and expenses

9. Performance Targets: Sales targets, KPIs, and performance measurement criteria

10. Relationship of Parties: Clarification of independent contractor status

11. Compliance with Laws: Requirements for legal compliance including tax and business regulations

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition and Non-Solicitation: Restrictions on competitive activities and customer solicitation

14. Intellectual Property: Ownership and usage rights of IP

15. Termination: Grounds and procedures for agreement termination

16. Post-Termination Obligations: Duties and restrictions after agreement ends

17. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

What sections are optional to include in a Sales Subcontractor Agreement?

1. Training and Support: Details of training provided by the company - include when significant training is part of the relationship

2. Marketing and Branding: Guidelines for using company branding - include when subcontractor will represent the brand directly

3. Insurance Requirements: Specific insurance coverage requirements - include for high-risk sales activities

4. Data Protection: Specific data handling requirements - include when dealing with personal data

5. Exclusivity: Exclusive territory or customer provisions - include when granting exclusive rights

6. Minimum Purchase Requirements: Minimum stock or purchase obligations - include for product-based sales

7. Foreign Currency Provisions: Currency exchange and international payment terms - include for cross-border arrangements

8. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-value contracts

What schedules should be included in a Sales Subcontractor Agreement?

1. Schedule 1 - Territory Description: Detailed description of geographical areas or market segments covered

2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates, tiers, and calculation methods

3. Schedule 3 - Products and Services: List and description of products/services the subcontractor is authorized to sell

4. Schedule 4 - Performance Metrics: Detailed KPIs, targets, and measurement criteria

5. Schedule 5 - Reporting Requirements: Ƶ and procedures for regular reporting

6. Schedule 6 - Training Program: Details of required training and certification programs

7. Appendix A - Standard Operating Procedures: Detailed procedures for sales operations and customer interaction

8. Appendix B - Compliance Guidelines: Specific compliance requirements 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 | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions






























Clauses
































Relevant Industries

Retail

Technology

Manufacturing

Consumer Goods

Professional Services

Telecommunications

Financial Services

Healthcare

Real Estate

Industrial Equipment

Automotive

Electronics

Software and IT

Construction Materials

Relevant Teams

Sales

Legal

Compliance

Finance

Human Resources

Operations

Commercial

Business Development

Contract Administration

Partner Relations

Relevant Roles

Sales Director

Business Development Manager

Channel Manager

Legal Counsel

Compliance Officer

Sales Operations Manager

Commercial Director

Chief Revenue Officer

Contract Manager

Regional Sales Manager

Partner Relations Manager

Sales Administrator

Chief Commercial Officer

Human Resources Director

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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