This form is intended to be used in every state in the United States. As with any U.S. usage agreement, however, it is possible to change state-to-state laws (which are commented below, where the material). In terms of trade relations, the laws are national, but there are areas where the content is different. In this respect, it is primarily the State of Louisiana that stands out, as it bases part of its trade and other laws on civil codes and not on the common law. Paragraph 1.1 contains the basic terms of the exclusive designation. Products and territory should be defined in Exhibits A and .B. Note that, although the basic order is carried out exclusively, paragraphs 1.2 and 1.3 contain certain usual limits for the agent`s promotion rights and that these must be verified in accordance with the terms agreed upon by the parties. Some of the guarantees described above may exclude any changes to the product list in accordance with paragraph 1.3. Some jurisdictions, particularly Minnesota and Puerto Rico, go further and prohibit a manufacturer from terminating or extending a sales representation contract, unless there is a good reason to do so. In other words, even if an agreement is to expire within a specified time frame, the manufacturer can only terminate or refuse the extension, unless the commercial is in violation or there is no other good reason to do so. This form can be used in the international context, and the provisions for such use are listed below.
A number of countries also have legislation on the protection of trade agents or trade agents (Member States of the European Community, Costa Rica and most middle Eastern countries, to name a few). These statutes may restrict the manufacturer`s ability to make changes to the product line or area or to end the agreement or otherwise reject it. Therefore, it is imperative to consult the competent lawyer who is licensed in the country concerned, since the manufacturer`s liabilities can be considerable under such statutes (although this is usually due diligence, since these obligations cannot normally be excluded contractually). The main characteristics of a commercial relationship are that this exclusive distribution agreement is designed to be used between a product manufacturer ("manufacturer") and an independent sales agent ("representative"). It can be signed either by a single sales agent or by a company or other entity. If one of the manufacturer`s objectives is to avoid a relationship between the employer and the employee with a sales agent who is an individual, it may be advantageous, from a planning point of view, for the salesperson to create a limited liability company or company that, as a representative, enters into this agreement. In this form, the manufacturer retains the agent exclusively to solicit and request orders for certain designated products (listed in Appendix A) in a given area (appendix B).