Rep Agreements: Getting Manufacturers and Manufacturers’ Representatives On The Same Page


Involving a lawyer is the worst way to launch a rep/principal relationship, except for all the other ways that have been tried. (Apologies to Winston Churchill.) 

With all due respect to MANA’s friends in the legal profession, one thing I’ve never heard a rep say is: “I think my lawyer would make a great manufacturers’ rep. Years of experience in the practice of law is excellent preparation for a sales career, so my lawyer would do an outstanding job cold-calling prospective customers, elaborating on a product’s features and benefits, and closing big orders.  I think that once or twice a year my lawyer should go out on sales calls.” 

The reason I’ve never heard a rep make that statement is obvious, but I have met reps who, although they don’t state it explicitly, through their actions make an equally flawed statement: “Based on my years of experience in sales, I am fully qualified to write a sales agent agreement that specifies the roles, responsibilities, and commercial relationship between my company and my principals. As a matter of fact, I am so sure of my sales rep contract writing skills that I will bet all my future commissions on them.” 

So, if it is obvious that lawyers shouldn’t try to step into the role of reps, shouldn’t it be just as obvious that reps shouldn’t try to step into the role of lawyers? 

And even though reps often are great negotiators, without benefit of counsel they won’t necessarily know what they should be negotiating for. Under the laws of your state, are you better served to negotiate for the right to sue in court, or for the right to have a dispute settled by arbitration? Should you ask for your contract to be governed by the laws of your home state, or by the laws of the state where your principal resides? 

A rep-savvy attorney will know the specific language you need to ask for to get a fair manufacturers’ representative agreement, both in terms of getting your company promptly and completely paid while the agreement is in force and also after the agreement has terminated. 

MANA members, both rep and principal members, have access to a specimen manufacturers rep sales agency agreement and to a list of lawyers who know the rep system of selling and can help to draft a fair agreement. We encourage you to contact these lawyers, many of whom will extend a 30-minute free initial consultation, to insure that you and your company are rewarded appropriately for your hard-won sales results. 

“A man who is his own lawyer has a fool for his client.” 

— 19th Century Proverb