Independent Sales Representatives

“We have represented salespeople who have sold everything from mainframe computers to garbage cans!”

This sounds funny, but it’s true. We have seen every channel of product sale or distribution possible in markets from New York City to Los Angeles. Here’s some of what we do:

 

  • Collect overdue and unpaid commissions
  • Handle territorial incursions, breaches of contact and unjustified terminations
  • Enforce state laws requiring prompt commission payment

 

We use industry experience and deep understanding of the law to deliver the most cost effective solution for you.

Frequently Asked Questions

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Sales Reps FAQs

Sales Representatives Frequently Asked Questions

 

 

Q: Should I always have a written contract with the companies I represent?

 

A: Here is the classic lawyer answer—It depends. First, certain states, like California and New York, have laws that mandate written contracts between sales representatives and manufacturers. So, check the law in your state, and if you live in one where the law requires a written contract, you should have one. Second, for everybody else—written contracts are nice—in theory, but you should be very careful what you ask for. In practice, my sales clients are rarely presented with even-handed or even fair contracts. They are generally 30 pages of very one-sided boilerplate, in favor of the manufacturer—choosing the law of an unfavorable state, requiring disputes to be litigated in a far-away court, limiting the sales agent’s right to commissions at the end of the relationship, and some even containing non-compete agreements that limit a sale representative’s right to earn a living in a particular industry or in their home territory when the relationship ends. In those circumstances where your state law does not require a written contract, my advice is that a sales agent simply send each new manufacturer a brief letter, simply outlining the territory to be covered, the applicable commission rates, when commissions are to be paid (order receipt, shipment, customer payment), confirming that the manufacturer will provide documentation verifying commissions (commission statements, open order reports, shipping reports, etc.), and documenting whether house accounts are being reserved (or indicating that none have been designated). Generally, it is not necessary that anyone sign off on this letter. It is there simply to confirm the basic terms of the relationship, should they be disputed later.

 


Q: What should I do if I am presented with an unfavorable contract?

 

A: First thing you should do is change the things you don’t like. So many sales representatives think they have no power to bargain with manufacturers, and this ‘thought’ is their worst enemy. All the company can say is “no,” and then you go into the deal with your eyes open. Often, the manufacturer’s reaction to reasonable changes will clearly indicate there will be a problem down the road. You may just decide you are better off not even getting involved.

 


Q: What if I am presented with a contract that chooses the law of a state other than my home?

 

A: This is an issue that blindsides many sales representatives. Some court’s have held that if a sales representative signs a contract, choosing the law of a state other than where he works or lives, he has waived any and all protection he may have under the laws of his home state—meaning that agent likely has no statutory rights or protection whatsoever. Some states have addressed this problem by amending their sales representative statutes to ensure that a choice of law provision, slipped into a lengthy contract, does not constitute a waiver of the salesman’s statutory rights (e.g. California, Georgia, New Jersey, New Hampshire). That is why it is critical that you check your state’s laws before signing any contract.

 

Q: What if a manufacturer unilaterally reduces my territory, cuts my commission rate or takes my biggest account in house?

 

A: This is a very common situation, and here are some thoughts on how to deal with it. First, check your applicable state law or your contract with the manufacturer to see if there is any limitation on the manufacturer’s right to undertake any of these actions. If the manufacturer did not reserve the right to make these changes in your contract, it may not have the discretion to do so unilaterally during the term of the contract. Second, make sure that the changes are not being implemented retroactively. Make sure and confirm in writing that the manufacturer is going to pay commission on all outstanding orders, existing programs or long-term customer contracts, even if the goods and services are to be delivered and paid for after the change goes into effect.

 

Q: What are my options when I have been fired with a phone call?

 

A: First, make sure you get paid for the work you did before you were fired. How? Make sure you can document all open orders, on-going long term programs or master supplier agreements you obtained for the manufacturer. Immediately write the manufacturer a letter outlining the commissions you believe are outstanding on pending business or programs; tell the manufacturer that you expect to be paid commission in a fashion consistent with past practice or your contract; tell the manufacturer that you expect to continue to receive all documentation necessary for you to reconcile your commission account with them. Second, see if you live in a state, such as Minnesota or Wisconsin, that regulates and limits a manufacturer’s ability to terminate an independent sales representative. For example, Minnesota prohibits a manufacturer from firing a sales agent with the phone call, unless the agent is guilty of gross misconduct. Moreover, even if the manufacturer believes there is a performance reason to end the relationship, the law requires between 90 and 180 days advance notice before a sales representative can be fired.

 

Q: What happens if a manufacturer refuses to pay me commissions after the end of our business relationship?

 

A: Many states have passed laws outlining when a commissioned salesperson is to be paid commissions when the relationship ends. There are many variations to each of these laws, but here are some common trends. Most of these statutes require payment within a certain period of time (grace period), and then impose a penalty if payment is not made. In some states, like Minnesota, the penalty is mandatory. In other states, like Illinois and Ohio, a penalty is imposed only if the failure to pay is “wanton or willful.” The amount of these statutory penalties also varies widely, but they are generally between one and three times the commissions owed.

 

Q: If I have to sue a manufacturer over commissions or termination, can I also recover my attorneys’ fees and costs of litigation?

 

A: In many states, the statute allows the prevailing in dependent sales representative to recover reasonable costs and attorneys’ fees in addition to commissions, penalties and damages. This means that if you sue, and you win, the court may award you some or all of your fees and litigation expenses, in addition to any damages awarded. Some statutes award fees and costs to the prevailing party, meaning if you win you will likely collect your costs and fees, but if you lose you will have to pay your own expenses plus that of the manufacturer. Obviously, it is a good idea to have this understood with your attorney before initiating suit.

 

Q: How do I go about choosing a lawyer to represent me?

 

A: My advice to all independent sales representatives is to establish a relationship with an attorney who not only understands the applicable laws, but also has extensive experience with how the sales and distribution business works. Ideally, this relationship should be established before there is a problem, because many of the situations addressed here require very prompt action. This means you should avoid hiring a lawyer who is your neighbor or your buddy, who does not practice in the area. You should not spend your money to educate your lawyer on how your business works. Get solid referrals from colleagues and trade associations. You should interview more than one lawyer—expect to pay for the time—because it is worth it to find an attorney who you feel comfortable talking to and who is committed to giving you good business advice. Of course, avoid the guy who says “sue them now, sue them today.”

Sales Reps State Laws

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Alabama

THE CODE OF ALABAMA
Title 8: Commercial Law and Consumer Protection
Chapter 24: Sales Representative’s Commission Contracts

Section 8-24-1. Definitions.
As used in this chapter, the following terms shall have the following meanings, respectively, unless the context clearly indicates otherwise:
(1) COMMISSION. Compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar amount of certain orders or sales.
(2) PRINCIPAL. Any person who does all of the following:
a. Engages in the business of manufacturing, producing, importing, or distributing a product or products for sale to customers who purchase the product or products for resale.
b. Utilizes sales representatives to solicit orders for the product or products.
c. Compensates the sales representatives, in whole or in part, by commission.
(3) SALES REPRESENTATIVE. Any person who engages in the business of soliciting, on behalf of a principal, orders for the purchase at wholesale of the product or products of the principal, but does not include a person who places orders or purchases for his or her own account for resale, or a person engaged in home solicitation sales.
(4) TERMINATION. The end of services performed by the sales representative for the principal, whether by discharge, resignation, or expiration of a contract.

Section 8-24-2. When commission is due; payment.
(a) The terms of the contract between the principal and sales representative shall determine when a commission is due.
(b) If the time when the commission is due cannot be determined by a contract between the principal and sales representative, the past practices between the parties shall control, or if there are no past practices, the custom and usage prevalent in this state for the business that is the subject of the relationship between the parties shall control.
(c) All commissions that are due at the time of termination of a contract between a sales representative and principal shall be paid within thirty days after the date of termination. Commissions that become due after the termination date shall be paid within thirty days after the date on which the commissions become due.

Section 8-24-3. Failure to pay commission.
A principal who fails to pay a commission as required by Section 8-24-2 is liable to the sales representative in a civil action for three times the damages sustained by the sales representative plus reasonable attorney’s fees and court costs.

Section 8-24-4. When nonresident principal considered to be doing business in state.
A principal who is not a resident of this state and who enters into a contract subject to this chapter is considered to be doing business in this state for purposes of the exercise of personal jurisdiction over the principal.

Section 8-24-5. Waiver of chapter provisions; other rights or remedies.
(a) This chapter may not be waived, whether by express waiver or by any provision in a contract attempting to make the contract or agreement subject to the laws of another state. A waiver of any provision of this chapter is void.
(b) This chapter does not invalidate or restrict any other right or remedy available to a sales representative or preclude a sales representative from seeking to recover in one action on all claims against a principal.

Arizona

Ariz. Rev. Stat. §44-1798 Definitions

In this article, unless the context otherwise requires:

 1. “Commission” means:

(a)  Compensation accruing to a sales representative for payment by a principal the rate of which is expressed as a percentage of the dollar amount of orders or sales.

(b)  Any other method of compensation agreed to between a sales representative and a principal, including fees for services and retainers.

2. “Principal” means a person who does all of the following:

(a)  Engages in the business of manufacturing, producing, importing, selling or distributing a product or service.

(b)  Uses sales representatives to solicit orders for the product or service.

(c)  Compensates the sales representative in whole or part by commission.

3. “Sales representative”:

(a)  Means a person who does both of the following:

(i)   Establishes a business relationship with a principal to solicit orders for products or services.

(ii)  Is compensated, in whole or in part, by commission.

(b)  Is not an employee or a person who places orders or purchases on the person’s own account or for resale.

 4. “Termination” means the end of the business relationship between the sales representative and the principal, whether by agreement, by expiration of time or by exercise of a right of termination by either party.

Ariz. Rev. Stat. §44-1798.01 Sales Representative Contract

 A.  The sales representative and the principal shall enter into a written contract. The contract shall set forth the method by which the sales representative’s commission is to be computed and paid.

B. The principal shall provide each sales representative with a signed copy of the contract. The principal shall obtain a signed receipt for the contract from each sales representative.

Ariz. Rev. Stat. §44-1798.02 Termination of Sales Representative Contract; Payment of Earned Commissions

 A. If an agreement of services is terminated for any reason both of the following apply:

1.  All the commissions due through the time of termination shall be paid to the sales representative within a period of not to exceed thirty days after termination.

2. All the commissions that become due after the effective date of termination shall be paid to the sales representative within fourteen days after they become due.

B. The principal shall pay the sales representative all commissions due while the business relationship is in effect in accordance with the agreement between the parties.

C.  A principal who fails to comply with subsections A and B of this section is liable to the sales representative for damages in the amount of three times the sum of the unpaid commissions owed to the sales representative.

D.   The prevailing party in an action brought under this section is entitled to the cost of the suit, including reasonable attorney fees.

E.  Commissions shall be paid at the usual place of payment unless the sales representative requests that the commissions be sent by registered mail. If, in accordance with a request by the sales representative, the sales representative’s commissions are sent by mail, the commissions are deemed to have been paid as of the date of the registered postmark on the envelope.

F.  Unless payment is made pursuant to a binding and final written settlement agreement and release, the acceptance by a sales representative of a commission payment from the principal does not constitute a release as to the balance of any commissions claimed due. A full release of all commission claims that is required by a principal as a condition to a partial commission payment is null and void.

Ariz. Rev. Stat. §44-1798.03  Revocable Offers of Commission

 If a principal makes a revocable offer of a commission to a sales representative, the sales representative is entitled to the commission agreed on if all of the following apply:

1.  The principal revokes the offer of commission and the sales representative establishes that the revocation was for a purpose of avoiding payment of the commission.

2.  The revocation occurs after the principal has obtained an order for the principal’s product or service through the efforts of the sales representative.

3.  The principal’s product or service that is the subject of the order is provided to and paid for by a customer.

Ariz. Rev. Stat. §44-1798.04  Jurisdiction; No Waiver; Election of Remedies

A principal who establishes a business relationship with a sales representative to solicit orders for products or services in this state is doing business in this state for purposes of jurisdiction. A provision in a contract between a sales representative and a principal that purports to waive a provision of this article by an express waiver or a contract subject to the laws of another state is void. This section does not invalidate or restrict any other right or remedy available to a sales representative or preclude a sales representative from seeking to recover in one action on all claims against a principal.

Ariz. Rev. Stat. §44-1798.05  Applicability

This article does not apply to any of the following:

1. An individual or business entity engaged in providing insurance pursuant to title 20.

2. A bank, trust company, savings and loan association, credit union, consumer lender or financial institution organized, chartered or holding a license or authorization certificate under the law of this state, any other state, the United States or the parent, subsidiary or affiliate of such entity.

3. A person who holds a real estate salesperson’s license pursuant to title 32, chapter 20 and who has a claim for payment of a real estate commission or compensation against the real estate broker with whom such real estate salesperson is affiliated.

Arkansas

ARKANSAS CODE
Title 4: Business and Commercial Law
Subtitle 6: Business Practices
Chapter 70: General Provisions
Subchapter 3: Sales Representatives

4-70-301. Definitions.
As used in this subchapter, unless the context otherwise requires:
(1)  “Commission” means compensation paid a sales representative by a principal in an amount based on a percentage of the dollar amount of certain orders for, or sales of, the principal’s product;
(2)  “Principal” means a person who:
(A)  Does not have a permanent or fixed place of business in this state;
(B)  Manufactures, produces, imports, or distributes a product for sale to customers who purchase the product for resale;
(C)  Uses a sales representative to solicit orders for the product; and
(D)  Compensates the sales representative in whole or in part by commission; and
(3)  “Sales representative” means a person who solicits on behalf of a principal orders for the purchase at wholesale of the principal’s product. The term “sales representative” does not include a person who places orders for or purchases the product for his or her own account for resale, or is engaged in door-to-door sales regulated by 4-89-101 et seq.

4-70-302. Sales representatives’ contracts – Limitation.
(a)  A contract between a principal and a sales representative under which the sales representative is to solicit wholesale orders within this state must be in writing and set forth the method by which the sales representative’s commission is to be computed and paid.
(b)  The principal shall provide the sales representative with a copy of the contract.
(c)  A provision in the contract establishing venue for an action arising under the contract in a state other than this state is void.

4-70-303. Payment in absence of contract.
If a compensation agreement between a sales representative and a principal that is not in writing is terminated, the principal shall pay all commissions due the sales representative within thirty (30) working days after the date of the termination.

4-70-304. Jurisdiction.
A principal who is not a resident of this state and who enters into a contract subject to this subchapter is considered to be doing business in this state for purposes of the exercise of personal jurisdiction over the principal.

4-70-305. Waivers prohibited.
A provision of this subchapter may not be waived, whether by express waiver or by attempt to make a contract or agreement subject to the laws of another state. A waiver of a provision of this subchapter is void.

4-70-306. Damages and attorney’s fees.
A principal who fails to comply with a provision of a contract under 4-70-302 relating to payment of a commission or fails to pay a commission as required by 4-70-303 is liable to the sales representative in a civil action for three (3) times the damages sustained by the sales representative, plus reasonable attorney’s fees and costs.

California

CALIFORNIA LABOR CODE
Division 3: Employment Relations
Chapter 2: Employer and Employee
Article 1: The Contract of Employment

2751. Whenever any employer who has no permanent and fixed place of business in this State enters into a contract of employment with an employee for services to be rendered within this State and the contemplated method of payment of the employee involves commissions, the contract shall be in writing and shall set forth the method by which the commissions shall be computed and paid.
The employer shall give a signed copy of each such contract to every employee who is a party thereto and shall obtain a signed receipt for the contract from each employee.
As used in this section, “commissions” does not include short term productivity bonuses such as are paid to retail clerks; and it does not include bonus and profit-sharing plans, unless there has been an offer by the employer to pay a fixed percentage of sales or profits as compensation for work to be performed.

2752. Any employer who does not employ an employee pursuant to a written contract as required by Section 2751 shall be liable to the employee in a civil action for triple damages.

CALIFORNIA CIVIL CODE
Division 3: Obligations
Part 4: Obligations Arising From Particular Transactions
Title 1A: Independent Wholesale Sales Representatives

1738.10. The Legislature finds and declares that independent wholesale sales representatives are a key ingredient to the California economy. The Legislature further finds and declares the wholesale sales representatives spend many hours developing their territory in order to properly market their products, and therefore should be provided unique protection from unjust termination of the territorial market areas. Therefore, it is the intent of the Legislature, in enacting this act to provide security and clarify the contractual relations between manufacturers and their non-employee sales representatives.

1738.11. This chapter shall be known and cited as the Independent Wholesale Sales Representatives Contractual Relations Act of 1990.

1738.12. For purposes of this chapter the following terms have the following meaning:
(a) “Manufacturer” means any organization engaged in the business of producing, assembling, mining, weaving, importing or by any other method of fabrication, a product tangible or intangible, intended for resale to, or use by the consumers of this state.
(b) “Jobber” means any business organization engaged in the business of purchasing products intended for resale and invoicing to purchasers for resale to, or use by, the consumers of this state.
(c) “Distributor” means any business organization engaged in offering for sale products which are shipped from its inventory, or from goods in transit to its inventory, to purchasers and intended for resale to, or use by the consumers of this state.
(d) “Chargeback” means any deduction taken against the commissions earned by the sales representative which are not required by state or federal law.
(e) “Wholesale sales representative” means any person who contracts with a manufacturer, jobber, or distributor for the purpose of soliciting wholesale orders, is compensated, in whole or part, by commission, but shall not include one who places orders or purchases exclusively for his own account for resale and shall not include one who sells or takes orders for the direct sale of products to the ultimate consumer.

1738.13. (a) Whenever a manufacturer, jobber, or distributor is engaged in business within this state and uses the services of a wholesale sales representative, who is not an employee of the manufacturer, jobber, or distributor, to solicit wholesale orders at least partially within this state, and the contemplated method of payment involves commissions, the manufacturer, jobber, or distributor shall enter into a written contract with the sales representative.
(b) The written contract shall include all of the following:
(1) The rate and method by which the commission is computed.
(2) The time when commissions will be paid.
(3) The territory assigned to the sales representative.
(4) All exceptions to the assigned territory and customers therein.
(5) What chargebacks will be made against the commissions, if any.
(c) The sales representative and the manufacturer, jobber, or distributor shall each be provided with a signed copy of the written contract and the sales representative shall sign a receipt acknowledging receipt of the signed contract.
(d) The sales representative shall be provided with the following written information and documentation with payment of the commission:
(1) An accounting of the orders for which payment is made, including the customer’s name and invoice number.
(2) The rate of commission on each order.
(3) Information relating to any chargebacks included in the accounting.
(e) No contract shall contain any provision which waives any rights established pursuant to this chapter. Any such waiver is deemed contrary to public policy and void.

1738.14. A manufacturer, jobber, or distributor who is not a resident of this state, and who enters into a contract regulated by this chapter is deemed to be doing business in this state for purposes of personal jurisdiction.

1738.15. A manufacturer, jobber, or distributor who willfully fails to enter into a written contract as required by this chapter or willfully fails to pay commissions as provided in the written contract shall be liable to the sales representative in a civil action for treble the damages proved at trial.

1738.16. In a civil action brought by the sales representative pursuant to this chapter, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other recovery.

1738.17. This chapter shall not apply to any person licensed pursuant to Division 9 (commencing with Section 23000) of the Business and Professions Code.

Colorado

COLORADO REVISED STATUTES
Title 12: Professions and Occupations
Article 66: Wholesale Sales Representatives

12-66-101. Legislative declaration.
The general assembly hereby finds, determines, and declares that independent wholesale sales representatives are a key ingredient to the Colorado economy. The general assembly further finds and declares that wholesale sales representatives spend many hours developing their territory in order to properly market their products. Therefore, it is the intent of the general assembly to provide security and clarify the relations between distributors, jobbers, or manufacturers and their wholesale sales representatives.

12-66-102. Jurisdiction over nonresident representatives.
A distributor, jobber, or manufacturer who is not a resident of Colorado and who enters into any written contract or written sales agreement regulated by this article shall be deemed to be doing business in Colorado for purposes of personal jurisdiction.

12-66-103. Damages.
(1) A distributor, jobber, or manufacturer who knowingly fails to pay commissions as provided in any written contract or written sales agreement shall be liable to the wholesale sales representative in a civil action for treble the damages proved at trial.
(2) In a civil action brought by a wholesale sales representative pursuant to this section, the prevailing party shall be entitled to reasonable attorney fees and costs in addition to any other recovery.

12-66-104. Liquor licensees excepted.
This article shall not apply to any person licensed under article 46 or 47 of this title.

Florida

FLORIDA STATUTES
Title 39: Commercial Relations
Chapter 686: Sales, Distribution, and Franchise Relationships

686.201. Sales representative contracts involving commissions; requirements; termination of agreement; civil remedies.–

The Florida Sales Representative Protection Act was repealed in 2011.

Georgia

GEORGIA CODE
Title 10:-1-700 through 10-1-704

10-1-700 Definitions.
As used in this article, the term:
(1) ‘Commission’ means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar amount of orders or sales or as a specified amount per order or per sale.
(2) ‘Principal’ means a person who does business in this state and who:
(A) Manufactures, produces, imports, or distributes a tangible product for wholesale;
(B) Contracts with a sales representative to solicit orders for the product; and
(C) Compensates the sales representative in whole or in part by commission.
(3) ‘Sales representative’ means a person who contracts with a principal to solicit wholesale orders and who is compensated in whole or in part by a commission, but such term does not include one who places orders or purchases for his or her own account for resale.

10-1-701 Contract for Services In State.
Reserved.

10-1-702 Rights of Sales Representatives; Frivolous Actions.

(a) When a contract between a principal and a sales representative is terminated the principal shall within 30 days after the termination of the contract pay all commissions due to the sales representative.

(b) A principal who fails to make timely payment of commissions as required by subsection (a) of this code section shall be liable to the sales representative in a civil action for:

   (1) All amounts due to the sales representative according to the terms of the contract;

  (2) Exemplary damages in an amount not to exceed double the amount not timely paid as required by subsection (a) of this Code section; and

  (3) Reasonable attorneys’ fees actually and reasonably incurred by the sales representative in the action.

(c) A person who brings an action under this Code section shall, if the court determines that the action is frivolous, be liable to the defendant for attorneys’ fees actually and reasonably incurred by the defendant in defending against such an action.

10-1-703 Waiver of Law Prohibited.
The provisions of this article may not be waived; and, in applying the provisions of this article, the courts of this state shall not recognize any purported waiver of the provisions of this article, whether by expressed waiver or by attempt to make a contract or agreement subject to the laws of another state.

10-1-704 Jurisdiction of Court.
A principal who is not a resident of this state and who enters into a contract subject to this article is declared to be doing business in this state for purposes of the exercise of personal jurisdiction over nonresidents under Code 9-10-91.

Illinois

ILLINOIS COMPILED STATUTES
Chapter 820: Employment
Act 120: Sales Representative Act

120/0.01. Short title. This Act may be cited as the Sales Representative Act.

120/1. As used in this Act:
(1) “Commission” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar amount of orders or sales or as a percentage of the dollar amount of profits.
(2) When a commission becomes due shall be determined in the following manner:
(a) The terms of the contract between the principal and salesperson shall control;
(b) If there is no contract, or if the terms of the contract do not provide when the commission becomes due, or the terms are ambiguous or unclear, the past practice used by the parties shall control;
(c) If neither (a) nor (b) can be used to clearly ascertain when the commission becomes due, the custom and usage prevalent in this State for the parties’ particular industry shall control.
(3) “Principal” means a sole proprietorship, partnership, corporation or other business entity whether or not it has a permanent or fixed place of business in this State and which:
(a) Manufactures, produces, imports, or distributes a product for sale;
(b) Contracts with a sales representative to solicit orders for the product; and
(c) Compensates the sales representative, in whole or in part, by commission.
(4) “Sales representative” means a person who contracts with a principal to solicit orders and who is compensated, in whole or in part, by commission, but shall not include one who places orders or purchases for his own account for resale or one who qualifies as an employee of the principal pursuant to the Illinois Wage Payment and Collection Act.

120/2. All commissions due at the time of termination of a contract between a sales representative and principal shall be paid within 13 days of termination, and commissions that become due after termination shall be paid within 13 days of the date on which such commissions become due. Any provision in any contract between a sales representative and principal purporting to waive any of the provisions of this Act shall be void.

120/3. A principal who fails to comply with the provisions of Section 2 concerning timely payment or with any contractual provision concerning timely payment of commissions due upon the termination of the contract with the sales representative, shall be liable in a civil action for exemplary damages in an amount which does not exceed 3 times the amount of the commissions owed to the sales representative. Additionally, such principal shall pay the sales representative’s reasonable attorney’s fees and court costs.

Indiana

INDIANA CODE
Title 24: Trade Regulations; Consumer Sales and Credit
Article 4: Regulated Businesses
Chapter 7: Contracts With Wholesale Sales Representatives

IC 24-4-7-1. Commission; definition
1. As used in this chapter, “commission” means compensation that accrues to a sales representative, for payment by a principal, at a rate expressed as a percentage of the dollar amount of orders taken or sales made by the sales representative.

IC 24-4-7-2. Person; definition
2. As used in this chapter, “person” means an individual, corporation, limited liability company, partnership, unincorporated association, estate, or trust.

IC 24-4-7-3. Principal; definition
3. As used in this chapter, “principal” means a person who:
(1) manufactures, produces, imports, sells, or distributes a product for wholesale;
(2) contracts with a sales representative to solicit wholesale orders for the product; and
(3) compensates the sales representative, in whole or in part, by commission.

IC 24-4-7-4. Sales representative; definition
4. As used in this chapter, “sales representative” means a person who:
(1) contracts with a principal to solicit wholesale orders in Indiana; and
(2) is compensated, in whole or in part, by commission.
The term does not include a person who places orders or purchases on the person’s own account for resale.

IC 24-4-7-5. Termination of contract; payment of commissions accrued; failure to comply; attorney’s fees and costs
5. (a) If a contract between a sales representative and a principal is terminated, the principal shall, within fourteen (14) days after payment would have been due under the contract if the contract had not been terminated, pay to the sales representative all commissions accrued under the contract.
(b) A principal who in bad faith fails to comply with subsection (a) shall be liable, in a civil action brought by the sales representative, for exemplary damages in an amount no more than three (3) times the sum of the commissions owed to the sales representative.
(c) In a civil action under subsection (b), a principal against whom exemplary damages are awarded shall pay the sales representative’s reasonable attorney’s fees and court costs. However, if judgment is entered for the principal and the court determines that the action was brought on frivolous grounds, the court shall award reasonable attorney’s fees and court costs to the principal.

IC 24-4-7-6. Doing business in Indiana
6. For purposes of Indiana trial rule 4.4, a principal who contracts with a sales representative to solicit wholesale orders for a product in Indiana is doing business in Indiana.

IC 24-4-7-7. Commission; revocable offer; entitlement
7. (a) If a principal makes a revocable offer of a commission to a sales representative who is not an employee of the principal, the sales representative is entitled to the commission agreed upon if:
(1) the principal revokes the offer of commission and the sales representative establishes that the revocation was for a purpose of avoiding payment of the commission;
(2) the revocation occurs after the sales representative has obtained a written order for the principal’s product because of the efforts of the sales representative; and
(3) the principal’s product that is the subject of the order is shipped to and paid for by a customer.
(b) This section may not be construed:
(1) to impair the application of IC 32-21-1 (statute of frauds);
(2) to abrogate any rule of agency law; or
(3) to unconstitutionally impair the obligations of contracts.

IC 24-4-7-8. Waiver of provision in chapter
8. A provision in a contract between a sales representative and a principal that waives a provision of this chapter by:
(1) an express waiver; or
(2) a contract subject to the laws of another state; is void.

Iowa

THE CODE OF IOWA
Title 3: Public Services and Regulation
Subtitle 2: Employment Services
Chapter 91A: Wage Payment Collection

91A.1 — Short title.
This chapter shall be known and may be referred to as the “Iowa Wage Payment Collection Law”.

91A.2 — Definitions.
As used in this chapter:
1.  “Commissioner” means the labor commissioner or a designee.
2.  “Days” means calendar days.
3.  “Employee” means a natural person who is employed in this state for wages by an employer. Employee also includes a commission salesperson who takes orders or performs services on behalf of a principal and who is paid on the basis of commissions but does not include persons who purchase for their own account for resale. For the purposes of this chapter, the following persons engaged in agriculture are not employees:
a.  The spouse of the employer and relatives of either the employer or spouse residing on the premises of the employer.
b.  A person engaged in agriculture as an owner-operator or tenant-operator and the spouse or relatives of either who reside on the premises while exchanging labor with the operator or for other mutual benefit of any and all such persons.
c.  Neighboring persons engaged in agriculture who are exchanging labor or other services.
4.  “Employer” means a person, as defined in chapter 4, who in this state employs for wages a natural person. An employer does not include a client, patient, customer, or other person who obtains professional services from a licensed person who provides the services on a fee service basis or as an independent contractor.
5.  “Health benefit plan” means a plan or agreement provided by an employer for employees for the provision of or payment for care and treatment of sickness or injury.
6.  “Liquidated damages” means the sum of five percent multiplied by the amount of any wages that were not paid or of any authorized expenses that were not reimbursed on a regular payday or on another day pursuant to section 91A.3 multiplied by the total number of days, excluding Sundays, legal holidays, and the first seven days after the regular payday on which wages were not paid or expenses were not reimbursed. However, such sum shall not exceed the amount of the unpaid wages and shall not accumulate when an employer is subject to a petition filed in bankruptcy.
7.  “Wages” means compensation owed by an employer for:
a.  Labor or services rendered by an employee, whether determined on a time, task, piece, commission, or other basis of calculation.
b.  Vacation, holiday, sick leave, and severance payments which are due an employee under an agreement with the employer or under a policy of the employer.
c.  Any payments to the employee or to a fund for the benefit of the employee, including but not limited to payments for medical, health, hospital, welfare, pension, or profit-sharing, which are due an employee under an agreement with the employer or under a policy of the employer. The assets of an employee in a fund for the benefit of the employee, whether such assets were originally paid into the fund by an employer or employee, are not wages.
d.  Expenses incurred and recoverable under a health benefit plan.

91A.3 — Mode of payment.
1.  An employer shall pay all wages due its employees, less any lawful deductions specified in section 91A.5, at least in monthly, semimonthly, or biweekly installments on regular paydays which are at consistent intervals from each other and which are designated in advance by the employer. However, if any of these wages due its employees are determined on a commission basis, the employer may, upon agreement with the employee, pay only a credit against such wages. If such credit is paid, the employer shall, at regular intervals, pay any difference between a credit paid against wages determined on a commission basis and such wages actually earned on a commission basis. These regular intervals shall not be separated by more than twelve months. A regular payday shall not be more than twelve days, excluding Sundays and legal holidays, after the end of the period in which the wages were earned. An employer and employee may, upon written agreement which shall be maintained as a record, vary the provisions of this subsection.
2.  The wages paid under subsection 1 shall be paid in United States currency or by written instrument issued by the employer and negotiable on demand at full face value for such currency, unless the employee has agreed in writing to receive a part of or all wages in kind or in other form.
3.  The wages paid under subsection 1 shall be sent to the employee by mail or be paid at the employee’s normal place of employment during normal employment hours or at a place and hour mutually agreed upon by the employer and employee.
4.  The wages paid under subsection 1 may be delivered to a designee of the employee who is so designated in writing or may be sent to the employee by any reasonable means requested by the employee in writing. A designee under this subsection shall not also be an assignee or buyer of wages under section 539.4 nor a garnisher of the employee under chapter 642, unless the designee complies with the provisions of section 539.4 and chapter 642.
5.  If an employee is absent from the normal place of employment on the regular payday, the employer shall, upon demand of the employee made within the first seven days following the regular payday, pay the wages, less any lawful deductions specified in section 91A.5, which were due on that regular payday. However, if demand is not made within this seven-day period, the employer shall, upon demand of the employee, pay the wages which were due on a regular payday within the first seven days following the day on which demand is made.
6.  Expenses by the employee which are authorized by the employer and incurred by the employee shall either be reimbursed in advance of expenditure or be reimbursed not later than thirty days after the employee’s submission of an expense claim. If the employer refuses to pay all or part of each claim, the employer shall submit to the employee a written justification of such refusal within the same time period in which expense claims are paid under this subsection.
7.  If a farm labor contractor contracts with a person engaged in the production of seed or feed grains to remove unwanted or genetically deviant plants or corn tassels or to hand pollinate plants, and fails to pay all wages due the employees of the farm labor contractor, the person engaged in the production of seed or feed grains shall also be liable to the employees for wages not paid by the farm labor contractor.

91A.4 — Employment suspension or termination — how wages are paid.
When the employment of an employee is suspended or terminated, the employer shall pay all wages earned, less any lawful deductions specified in section 91A.5 by the employee up to the time of the suspension or termination not later than the next regular payday for the pay period in which the wages were earned as provided in section 91A.3. However, if any of these wages are the difference between a credit paid against wages determined on a commission basis and the wages actually earned on a commission basis, the employer shall pay the difference not more than thirty days after the date of suspension or termination. If vacations are due an employee under an agreement with the employer or a policy of the employer establishing pro rata vacation accrued, the increment shall be in proportion to the fraction of the year which the employee was actually employed.

91A.5 — Deductions from wages.
1.  An employer shall not withhold or divert any portion of an employee’s wages unless:
a.  The employer is required or permitted to do so by state or federal law or by order of a court of competent jurisdiction; or
b.  The employer has written authorization from the employee to so deduct for any lawful purpose accruing to the benefit of the employee.
2.  The following shall not be deducted from an employee’s wages:
a.  Cash shortage in a common money till, cash box, or register operated by two or more employees or by an employee and an employer. However, the employer and a full-time employee who is the manager of an establishment may agree in writing signed by both parties that the employee will be responsible for a cash shortage that occurs within forty-five days prior to the most recent regular payday. Not more than one such agreement shall be in effect per establishment.
b.  Losses due to acceptance by an employee on behalf of the employer of checks which are subsequently dishonored if the employee has been given the discretion to accept or reject such checks and the employee does not abuse the discretion given.
c.  Losses due to breakage, damage to property, default of customer credit, or nonpayment for goods or services rendered so long as such losses are not attributable to the employee’s willful or intentional disregard of the employer’s interests.
d.  Lost or stolen property, unless the property is equipment specifically assigned to, and receipt acknowledged in writing by, the employee from whom the deduction is made.
e.  Gratuities received by an employee from customers of the employer.
f.  Costs of personal protective equipment, other than items of clothing or footwear which may be used by an employee during nonworking hours, needed to protect an employee from employment-related hazards, unless provided otherwise in a collective bargaining agreement.
g.  Costs of more than twenty dollars for an employee’s relocation to the place of employment. This paragraph shall apply only to an employer as defined in section 91E.1.

91A.6 — Notice and recordkeeping requirements.
1.  An employer shall after being notified by the commissioner pursuant to subsection 2:
a.  Notify its employees in writing at the time of hiring what wages and regular paydays are designated by the employer.
b.  Notify, at least one pay period prior to the initiation of any changes, its employees of any changes in the arrangements specified in subsection 1 that reduce wages or alter the regular paydays. The notice shall either be in writing or posted at a place where employee notices are routinely posted.
c.  Make available to its employees upon written request, a written statement enumerating employment agreements and policies with regard to vacation pay, sick leave, reimbursement for expenses, retirement benefits, severance pay, or other comparable matters with respect to wages. Notice of such availability shall be given to each employee in writing or by a notice posted at a place where employee notices are routinely posted.
d.  Establish, maintain, and preserve for three calendar years the payroll records showing the hours worked, wages earned, and deductions made for each employee and any employment agreements entered into between an employer and employee.
2.  The commissioner shall notify an employer to comply with subsection 1 if the employer has paid a claim for unpaid wages or nonreimbursed authorized expenses and liquidated damages under section 91A.10 or if the employer has been assessed a civil money penalty under section 91A.12. However, a court may, when rendering a judgment for wages or nonreimbursed authorized expenses and liquidated damages or upholding a civil money penalty assessment, order that an employer shall not be required to comply with the provisions of subsection 1 or that an employer shall be required to comply with the provisions of subsection 1 for a particular period of time.
3.  Within ten working days of a request by an employee, an employer shall furnish to the employee a written, itemized statement listing the earnings and deductions made from the wages for each pay period in which the deductions were made together with an explanation of how the wages and deductions were computed. An employer need honor only one such request in any calendar year unless the rate of earnings, hours or deductions are changed during the calendar year. Each change shall entitle an employee to a further request for an itemized statement.

91A.7 — Wage disputes.
If there is a dispute between an employer and employee concerning the amount of wages or expense reimbursement due, the employer shall, without condition and pursuant to section 91A.3, pay all wages conceded to be due and reimburse all expenses conceded to be due, less any lawful deductions specified in section 91A.5. Payment of wages or reimbursement of expenses under this section shall not relieve the employer of any liability for the balance of wages or expenses claimed by the employee.

91A.8 — Damages recoverable by an employee.
When it has been shown that an employer has intentionally failed to pay an employee wages or reimburse expenses pursuant to section 91A.3, whether as the result of a wage dispute or otherwise, the employer shall be liable to the employee for any wages or expenses that are so intentionally failed to be paid or reimbursed, plus liquidated damages, court costs and any attorney’s fees incurred in recovering the unpaid wages and determined to have been usual and necessary. In other instances the employer shall be liable only for unpaid wages or expenses, court costs and usual and necessary attorney’s fees incurred in recovering the unpaid wages or expenses.

91A.9 — General powers and duties of the commissioner.
1.  The commissioner shall administer and enforce the provisions of this chapter. The commissioner may hold hearings and investigate charges of violations of this chapter.
2.  The commissioner may, consistent with due process of law, enter any place of employment to inspect records concerning wages and payrolls, to question the employer and employees, and to investigate such facts, conditions or matters as are deemed appropriate in determining whether any person has violated the provisions of this chapter. However, such entry by the commissioner shall only be in response to a written complaint.
3.  The commissioner may employ such qualified personnel as are necessary for the enforcement of this chapter. Such personnel shall be employed pursuant to chapter 19A.
4.  The commissioner shall promulgate, pursuant to chapter 17A, any rules necessary to carry out the provisions of this chapter.

91A.10 — Settlement of claims and suits for wages — prohibition against discharge of employee.
1.  Upon the written complaint of the employee involved, the commissioner may determine whether wages have not been paid and may constitute an enforceable claim. If for any reason the commissioner decides not to make such determination, the commissioner shall so notify the complaining employee within fourteen days of receipt of the complaint. The commissioner shall otherwise notify the employee of such determination within a reasonable time and if it is determined that there is an enforceable claim, the commissioner shall, with the consent of the complaining employee, take an assignment in trust for the wages and for any claim for liquidated damages without being bound by any of the technical rules respecting the validity of the assignment. However, the commissioner shall not accept any complaint for unpaid wages and liquidated damages after one year from the date the wages became due and payable.
2.  The commissioner, with the assistance of the office of the attorney general if the commissioner requests such assistance, shall, unless a settlement is reached under this subsection, commence a civil action in any court of competent jurisdiction to recover for the benefit of any employee any wage, expenses, and liquidated damages’ claims that have been assigned to the commissioner for recovery. The commissioner may also request reasonable and necessary attorneys’ fees. With the consent of the assigning employee, the commissioner may also settle a claim on behalf of the assigning employee. Proceedings under this subsection and subsection 1 that precede commencement of a civil action shall be conducted informally without any party having a right to be heard before the commissioner. The commissioner may join various assignments in one claim for the purpose of settling or litigating their claims.
3.  The provisions of subsections 1 and 2 shall not be construed to prevent an employee from settling or bringing an action for damages under section 91A.8 if the employee has not assigned the claim under subsection 1.
4.  Any recovery of attorney’s fees, in the case of actions brought under this section by the commissioner, shall be remitted by the commissioner to the treasurer of state for deposit in the general fund of the state. Also, the commissioner shall not be required to pay any filing fee or other court costs.
5.  An employer shall not discharge or in any other manner discriminate against any employee because the employee has filed a complaint, assigned a claim, or brought an action under this section or has cooperated in bringing any action against an employer. Any employee may file a complaint with the commissioner alleging discharge or discrimination within thirty days after such violation occurs. Upon receipt of the complaint, the commissioner shall cause an investigation to be made to the extent deemed appropriate. If the commissioner determines from the investigation that the provisions of this subsection have been violated, the commissioner shall bring an action in the appropriate district court against such person. The district court shall have jurisdiction, for cause shown, to restrain violations of this subsection and order all appropriate relief including rehiring or reinstatement of the employee to the former position with back pay.

91A.11 — Wage claims brought under reciprocity.
1.  The commissioner may enter into reciprocal agreements with the labor department or corresponding agency of any other state or its representatives for the collection in such other states of claims or judgments for wages and other demands based upon claims assigned to the commissioner.
2.  The commissioner may, to the extent provided for by any reciprocal agreement entered into by law or with an agency of another state as provided in this section, maintain actions in the courts of such other state to the extent permitted by the laws of that state for the collection of claims for wages, judgments and other demands and may assign such claims, judgments and demands to the labor department or agency of such other state for collection to the extent that such an assignment may be permitted or provided for by the laws of such state or by reciprocal agreement.
3.  The commissioner may, upon the written consent of the labor department or other corresponding agency of any other state or its representatives, maintain actions in the courts of this state upon assigned claims for wages, judgments and demands arising in such other state in the same manner and to the same extent that such actions by the commissioner are authorized when arising in this state. However, such actions may be maintained only in cases in which such other state by law or reciprocal agreement extends a like comity to cases arising in this state.

91A.12 — Civil penalties.
1.  Any employer who violates the provisions of this chapter or the rules promulgated under it shall be subject to a civil money penalty of not more than one hundred dollars for each violation. The commissioner may recover such civil money penalty according to the provisions of subsections 2 to 5. Any civil money penalty recovered shall be deposited in the general fund of the state.
2.  The commissioner may propose that an employer be assessed a civil money penalty by serving the employer with notice of such proposal in the same manner as an original notice is served under the rules of civil procedure. Upon service of such notice, the proposed assessment shall be treated as a contested case under chapter 17A. However, an employer must request a hearing within thirty days of being served.
3.  If an employer does not request a hearing pursuant to subsection 2 or if the commissioner determines, after an appropriate hearing, that an employer is in violation of this chapter, the commissioner shall assess a civil money penalty which is consistent with the provisions of subsection 1 and which is rendered with due consideration for the penalty amount in terms of the size of the employer’s business, the gravity of the violation, the good faith of the employer, and the history of previous violations.
4.  An employer may seek judicial review of any assessment rendered under subsection 3 by instituting proceedings for judicial review pursuant to chapter 17A. However, such proceedings must be instituted in the district court of the county in which the violation or one of the violations occurred and within thirty days of the day on which the employer was notified that an assessment has been rendered. Also, an employer may be required, at the discretion of the district court and upon instituting such proceedings, to deposit the amount assessed with the clerk of the district court. Any moneys so deposited shall either be returned to the employer or be forwarded to the commissioner for deposit in the general fund of the state, depending on the outcome of the judicial review, including any appeal to the supreme court.
5.  After the time for seeking judicial review has expired or after all judicial review has been exhausted and the commissioner’s assessment has been upheld, the commissioner shall request the attorney general to recover the assessed penalties in a civil action.

91A.13 — Travel time to worksite — when compensable.
Unless a collective bargaining agreement provides otherwise, an employee is not entitled to compensation for the time that an employee spends traveling to and from the worksite on transportation provided by the employer, when during that time, the employee performs no work, the transportation is provided by the employer as a convenience for the employee, and the employee is not required by the employer to use that means of transportation to the worksite. An employee is entitled to compensation for the time that an employee spends traveling between worksites if the travel is done during working hours.

91A.14 — Former employees.
The rights and obligations outlined in this chapter continue until they are fulfilled, even though the employer-employee relationship has been severed.

Kansas

KANSAS STATUTES
Chapter 44: Labor and Industries
Article 3: Payment of Compensation

44-341. Payment of commissions; definitions.
As used in this act:
(a)   “Commission salesperson” means a person who contracts with and is authorized by a principal to solicit within this state wholesale orders for that principal for merchandise to be shipped into this state or services to be performed within this state and who is compensated therefor by commission. Commission salesperson does not include a person who: (1) Places orders or purchases for the person’s own account for resale; (2) is an employee subject to the provisions of K.S.A. 44-313 et seq. and amendments thereto; (3) is a person licensed under the real estate brokers’ and salespersons’ license act; or (4) is engaged in door-to-door sales regulated by K.S.A. 50-640 and amendments thereto.
(b)   “Commissions earned through the last day of the contractual relationship” or “earned commissions” means commissions with respect to services or merchandise which actually has been delivered or furnished to, accepted by and paid for by the customer by the last day of the commission salesperson’s contractual relationship.
(c)   “Contractual relationship” means the relationship between a principal and a commission salesperson based on a contract between them providing for the commission salesperson to solicit and make sales within this state of merchandise to be shipped into or services to be performed within this state.
(d)   “Principal” means any individual, partnership, association, joint stock company, trust, corporation or administrator or executor of the estate of a deceased individual, or the receiver, trustee or successor thereof, contracting with a commission salesperson to solicit and make sales within this state for merchandise to be shipped into this state or services to be performed within this state.

44-342. Same; termination of contractual relationship; penalty and interest for nonpayment, when.
(a) Subject to the provisions of subsection (d), whenever a principal discharges a commission salesperson or whenever a commission salesperson quits or resigns, the principal shall pay, at the usual place of payment, the commission salesperson’s commissions earned through the last day of the contractual relationship not later than 30 days after the last day of the contractual relationship or by mail postmarked within that period.
(b)   If a principal knowingly fails to pay a commission salesperson any earned commission as required by subsection (a), such principal shall be liable therefor and shall be additionally liable for damages in the fixed amount of 1% of the unpaid earned commissions for each day, except Sunday and legal holidays, upon which such failure continues after the day upon which payment is required by subsection (a) or in an amount equal to the unpaid earned commissions, whichever is less. For the purpose of such additional damages, the failure to pay shall not be deemed to continue after the date of the filing of a petition in bankruptcy with respect to the principal if such principal is adjudicated bankrupt upon such petition.
(c)   If a principal fails to pay a commission salesperson any earned commission as required by subsection (a), such principal may be assessed interest as provided under K.S.A. 16-201 and amendments thereto on such commissions from the date such commissions are required to be paid pursuant to subsection (a).
(d)   Notwithstanding the provisions of subsection (a), if the terminated or resigning commission salesperson was entrusted with the collection, disbursement or handling of money or property during the contractual relationship, such person has 10 days after the termination of the contractual relationship to audit and adjust the accounts of such commission salesperson before the 30-day period required for payment of commissions earned through the last day of the contractual relationship begins. In such cases, the penalty provided in subsection (b) shall apply only after the expiration of the 10-day audit period and the 30-day period required under this subsection.

44-343.   Same; payment of undisputed commissions; effect of acceptance.
(a) In case of a dispute over the amount of earned commissions due, the principal shall pay, without conditions and within the 30-day period provided by K.S.A. 44-342, all earned commissions, or parts thereof, believed in good faith by the principal to be due, leaving to the salesperson all remedies that the salesperson might otherwise be entitled to, including those provided under this act, as to any balance claimed.
(b)   Unless payment is made by binding settlement agreement, the acceptance by a commission salesperson of a payment under this section shall not constitute a release as to the balance of the salesperson’s claim and any release required by a principal as a condition to payment shall be in violation of this act and shall be null and void.

44-344.   Same; deceased salesperson. In the absence of actual notice of probate proceedings, the principal may pay, upon proper demand, wages due a deceased commission salesperson. Any such payment or payments shall be in the following order of preference: Spouse, children 18 years of age and over in equal shares, father, mother, sisters and brothers in equal shares, or the person to whom funeral expenses are due.

44-345.   Same; corporate employees; liability for violation. In case of violation of K.S.A. 44-342 by a corporate employer, either the corporation or any officer thereof or any agent having the management of the corporation who knowingly permits the corporation to engage in such violation shall be deemed the principal for purposes of this act.

44-346.   Same; proceedings to enforce act. Any proceeding by one or more commission salespersons to assert any claim arising under or pursuant to this act may be brought in any court of competent jurisdiction.

44-347.   Same; collection of commissions not covered by act. Nothing in this act shall be construed to prevent a commission salesperson from collecting commissions on merchandise ordered prior to the last day of the contractual relationship but delivered, accepted or paid for after termination of the contractual relationship but the penalty prescribed in K.S.A. 44-342 shall apply only with respect to the payment of commissions earned through the last day of the contractual relationship.

Kentucky

KENTUCKY REVISED STATUTES
Title 30: Contracts
Chapter 371: Formality and Assignability of Contracts—Installment Sales Contracts

371.370 Definitions for KRS 371.375 to 371.385.
As used in KRS 371.375 to 371.385, unless the context otherwise requires:
(1) “Commissions” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the amount of orders or sales or as a specified amount per order or per sale.
(2) “Person” means an individual, corporation, partnership, association, estate, or trust.
(3) “Principal” means a person who does not have a permanent or fixed place of business in this state and who:
(a) Manufactures, produces, imports, or distributes a tangible product for wholesale;
(b) Contracts with a sales representative to solicit orders for the product; and
(c) Compensates the sales representative, in whole or in part, by commission.
(4) “Sales representative” means a person who:
(a) Contracts with a principal to solicit wholesale orders;
(b) Is compensated, in whole or in part, by commission;
(c) Does not place orders or purchase for his own account or for resale; and
(d) Does not sell or take orders for the sale of products to the ultimate consumer.

371.375 Termination of contract — Civil action — Liability of principal or sales representative.
(1) When a contract between a sales representative and a principal is terminated for any reason, the principal shall pay the sales representative all commissions accrued under the contract to the sales representative within thirty (30) days after the effective date of such termination.
(2) A principal who fails to comply with the provisions of subsection (1) of this section shall be liable to the sales representative in a civil action for:
(a) All amounts due the sales representative, plus exemplary damages in an amount not to exceed two times the amount of commissions due the sales representative; and
(b) Attorney’s fees actually and reasonably incurred by the sales representative in the action and court costs.
(3) Where the court determines that an action brought by a sales representative against a principal under KRS 371.370 to 371.385 is frivolous, the sales representative shall be liable to the principal for attorney’s fees actually and reasonably incurred by the principal in defending the action and court costs.
(4) Nothing in KRS 371.370 to 371.385 shall invalidate or restrict any additional right or remedy available to a sales representative or preclude a sales representative from seeking to recover in an action on any other claim against a principal.

371.380 Personal jurisdiction over nonresident principal.
A principal who is not a resident of this state that contracts with a sales representative to solicit orders in this state is declared to be doing business in this state for purposes of the exercise of personal jurisdiction over nonresidents under KRS Chapter 454.

371.385 Waiver provisions to be void.
A provision in any contract between a sales representative and a principal purporting to waive any provision of KRS 371.370 to 371.385, whether by expressed waiver or by a contract subject to the laws of another state, shall be void.

Louisiana

LOUISIANA REVISED STATUTES
Title 51: Trade and Commerce
Subpart F: Sales Representatives

441. Definitions
(1) “Commission” means compensation paid a sales representative by a principal in an amount based on a percentage of the dollar amount of certain orders for or sales of the principal’s product.
(2) “Principal” means a person who:
(a) Repealed by Acts 1995, No. 487, § 2.
(b) Manufactures, produces, imports, or distributes a product for sale to customers who purchase the product for resale;
(c) Uses a sales representative to solicit orders for the product; and
(d) Compensates the sales representative in whole or in part by commission.
(3) “Sales representative” means a person who solicits, on behalf of a principal, orders for the purchase at wholesale of the principal’s product.
(4) “Termination” means the end of services performed by a sales representative for a principal whether by discharge, resignation, or expiration of a contract.

442. Contract
If there is a written contract between a principal and a sales representative under which the sales representative solicits wholesale orders within this state, it shall set forth the method by which the sales representative’s commission shall be computed and paid. The principal shall provide the sales representative with a copy of the contract.

443. Payment of commissions; timely payment
Upon termination of any written or oral compensation agreement between a sales representative and a principal, the principal shall pay all commissions due the sales representative as specified in the agreement or, if not specified, no later than the thirtieth working day after the date of termination.

444. Attorney fees and damages
A judgment or decree issued in any action brought by a sales representative for the payment of commissions by a principal may include payment by the principal of attorney fees and treble damages incurred by the sales representative.

445. Certain venue provisions invalid
A. Any provision in a written or oral contract or agreement providing for the payment of commissions by a principal to a sales representative which purports to establish exclusive venue in a state other than Louisiana is hereby declared to be null and void and against the public policy of this state and such provision shall be void and unenforceable.
B. Any provision in a written or oral contract or agreement which requires waiver of this Section or which would frustrate or circumvent the provisions of this Section shall be null and void and of no force and effect.
C. A principal who is not a resident of this state and who enters into a contract subject to the provisions of this Subpart is considered to be doing business in this state for purposes of the exercise of personal jurisdiction over the principal.
D. The provisions of this Subpart do not invalidate or restrict any other right or remedy available to a sales representative or preclude a sales representative from seeking to recover in one action on all claims against a principal.

Maine

MAINE REVISED STATUTES
Title 10: Commerce and Trade
Chapter 210A: Sales Representative Commission Contracts

1341. Definitions
As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings.
1. Commissions. “Commissions” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the amount of orders or sales.
2. Principal. “Principal” means a person, partnership, corporation or other business entity that does not have a permanent or fixed place of business in this State and that:
A. Manufactures, produces, imports or distributes a product for wholesale
B. Contracts with sales representatives to solicit orders for the product; and
C. Compensates the sales representative, in whole or in part, by commission.
3. Sales representative. “Sales representative” means a person who:
A. Contracts with a principal to solicit orders for the purchase at wholesale of the principal’s product;
B. Is compensated, in whole or in part, by commission; and
C. Does not place orders or purchase for that person’s own account or for resale.

1342. Notice of termination
Unless a contract between a sales representative and a principal provides otherwise, a party terminating the contract must give the other party 14 days’ written notice of the termination.

1343. Contract
If a contract between a sales representative and a principal is terminated, the principal shall pay to the sales representative all commissions accrued under the contract within 30 days after the effective date of that termination. Any provision of any contract between a sales representative and a principal that purports to waive any provision of this chapter is void.

1344. Civil liability
1. Principal liability. A principal who fails to comply with the provisions of section 1343 is liable to the sales representative in a civil action for exemplary damages in an amount that does not exceed 3 times the amount of commissions due the sales representative, plus reasonable attorney’s fees and costs.
2. Frivolous action. When the court determines that an action brought by a sales representative against a principal under this chapter is frivolous, the sales representative is liable to the principal for attorney’s fees actually and reasonably incurred by the principal in defending the action and court costs.
3. Other remedies. Nothing in this chapter invalidates or restricts any other right or remedy available to a sales representative, or precludes a sales representative from seeking to recover in one action on all claims against a principal.
4. Jurisdiction. A principal who is not a resident of this State that contracts with a sales representative to solicit orders in this State is declared to be transacting business in this State for purposes of the exercise of personal jurisdiction over nonresidents under Title 14, section 704-A.

Maryland

MARYLAND LABOR AND EMPLOYMENT CODE
Title 3: Employment Standards and Conditions
Subtitle 6: Wholesale Sales Representatives

3-601. Definitions.
(a)  In general.– In this subtitle the following words have the meanings indicated.
(b)  Commission.– “Commission” means compensation that:
(1) is due to a sales representative from a principal; and
(2) accrues at:
(i) a specified amount for each order or sale; or
(ii) a rate expressed as a percentage of the dollar amount that a sales representative.
1. takes in orders for the principal;
2. makes in sales for the principal; or
3. earns in profits for the principal
(c)  Principal.– “Principal” means a sales corporation, partnership, proprietorship, or other business entity that:
(1) distributes, imports, manufactures, or produces a product for wholesale;
(2) enters into a contract with a sales representative to solicit a wholesale order for the product; and
(3) pays the sales representative wholly or partly by commission.
(d)  Sales representative.–
(1) “Sales representative” means a person who:
(i) enters into a contract with a principal to solicit in the State a wholesale order; and
(ii) is paid wholly or partly by commission.
(2) “Sales representative” does not include a person who:
(i) buys a product or places an order for a product for resale by that person; or
(ii) sells or takes an order for the sale of a product to an ultimate buyer.

3-602. Scope of subtitle.
This subtitle does not apply to an individual who is considered under the Maryland Wage Payment and Collection Law to be employed by a principal

3-603. Void waivers.
A provision of a contract that is made between a sales representative and a principal is void if the provision purports to waive any provision of this subtitle by:
(1) an express waiver; or
(2) a contract subject to the laws of another state.

3-604. Payment of commission on termination of contract
Each principal shall pay to a sales representative all commissions that are due under a contract that is terminated, within 45 days after payment would have been due if the contract had not terminated.

3-605. Action by sales representative.
(a)  Treble damages.–
(1) Subject to the requirement of paragraph (2) of this subsection, if a principal violates 3-604 of this subtitle, a sales representative whom the violation affects is entitled to bring an action against the principal to recover up to 3 times the amount of all commissions that the principal owes to the sales representative.
(2) At least 10 days before an action is brought under this subsection, the sales representative shall give the principal written notice of intent to bring the action.
(b)  Costs.- If a court determines that a sales representative is entitled to judgment in an action under this section, the court shall allow against the principal reasonable counsel fees and court costs.

3-606. Personal jurisdiction.
For purposes of personal jurisdiction under 6-103 of the Courts Article, a principal who contracts with a sales representative to solicit wholesale orders for a product in the State is considered to be transacting business in the State.

3-607. Revocable offer of commission.
(a)  Entitlement to commission.– If a principal makes a revocable offer of a commission to a sales representative who is not an employee of the principal, the sales representative is entitled to the commission agreed on if:
(1) the principal revokes the offer of commission and the sales representative establishes that the revocation was for the purpose of avoiding payment of the commission; or
(2) (i) the revocation occurs after the sales representative has obtained a written order for the principal’s product because of the efforts of the sales representative; and
(ii) the principal’s product that is the subject of the order is shipped to and paid for by a customer.
(b)  Construction of section.– This section may not be construed to:
(1) impair the application of 2-201 or 2-209 of the Commercial Law Article;
(2) abrogate any rule of agency law; or
(3) unconstitutionally impair the obligations of contracts.

Massachusette

THE GENERAL LAWS OF MASSACHUSETTS
Title 15: Regulation of Trade
Chapter 104: Agents, Consignees and Factors

Section 7: Definitions
The following terms as used in sections eight and nine, unless the context otherwise requires, shall have the following meanings:
“Commission”, compensation accruing to a sales representative for payment by a principal, earned through the last day on which services were performed by the sales representative, the rate of which is expressed as a percentage of the dollar amount of orders or sales.
“Principal”, a person who manufactures, produces, imports or distributes a product for wholesale; contracts to solicit orders for such product, and compensates individuals who solicit wholesale orders in whole or in part, by commission.
“Sales representative”, a person other than an employee, who contracts with a principal to solicit wholesale orders in the commonwealth and who is compensated, in whole or in part, by commission but shall not include one who places orders or purchases exclusively for his own account for resale.
“Day”, any calendar day, including Saturdays, Sundays and legal holidays.
“Termination”, the end of services performed by the sales representative for the principal whether by expiration of a contract, discharge or resignation.

Section 8: Contract for services; payment of commissions
The terms of the contract between a principal and a sales representative shall determine when a commission shall be due. If the time when such commission shall be due is not specified in a contract, the past practices between the parties shall control or, if there are no such past practices, the custom and usage prevalent in the commonwealth for the business that is the subject of the relationship between the parties shall control. All commissions that are due at the time of termination of a contract between a sales representative and principal shall be paid within fourteen days after the date of termination. Commissions that become due after the termination date shall be paid within fourteen days after the date on which the commissions became due.

Section 9: Liability for failure to pay commissions; jurisdiction; waiver of statutory provisions
A principal who wilfully or knowingly fails to comply with provisions relating to the prompt payment of commissions set forth in section eight shall be liable to the sales representative in a civil action for the principal amount of the commissions owed and for an additional sum up to three times the amount of commissions and for reasonable attorney’s fees and court costs. A principal who is not a resident of the commonwealth and who enters into a contract subject to the provisions of sections seven to nine shall be deemed to be doing business in the commonwealth for purposes of the exercise of personal jurisdiction over such principal. No provision of sections seven to nine may be waived, whether by express waiver or by an attempt to make a contract or agreement subject to the laws of another jurisdiction. A waiver of any provision of sections seven to nine shall be void.

Michigan

MICHIGAN COMPILED LAWS
Chapter 600 (Act 236 of 1961): Revised Judicature Act of 1961
Chapter 29: Provisions Concerning Specific Actions

Section 2961 Definitions; determining when commission due; payment of commissions; liability; attorney fees and costs; jurisdiction; contract waiver void; applicability of section.
(1) As used in this section:
(a) “Commission” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the amount of orders or sales or as a percentage of the dollar amount of profits.
(b) “Person” means an individual, corporation, partnership, association, governmental entity, or any other legal entity.
(c) “Prevailing party” means a party who wins on all the allegations of the complaint or on all of the responses to the complaint.
(d) “Principal” means a person that does either of the following:
(i) Manufactures, produces, imports, sells, or distributes a product in this state.
(ii) Contracts with a sales representative to solicit orders for or sell a product in this state.
(e) “Sales representative” means a person who contracts with or is employed by a principal for the solicitation of orders or sale of goods and is paid, in whole or in part, by commission. Sales representative does not include a person who places an order or sale for a product on his or her own account for resale by that sales representative.
(2) The terms of the contract between the principal and sales representative shall determine when a commission becomes due.
(3) If the time when the commission is due cannot be determined by a contract between the principal and sales representative, the past practices between the parties shall control or, if there are no past practices, the custom and usage prevalent in this state for the business that is the subject of the relationship between the parties.
(4) All commissions that are due at the time of termination of a contract between a sales representative and principal shall be paid within 45 days after the date of termination. Commissions that become due after the termination date shall be paid within 45 days after the date on which the commission became due.
(5) A principal who fails to comply with this section is liable to the sales representative for both of the following:
(a) Actual damages caused by the failure to pay the commissions when due.
(b) If the principal is found to have intentionally failed to pay the commission when due, an amount equal to 2 times the amount of commissions due but not paid as required by this section or $100,000.00, whichever is less.
(6) If a sales representative brings a cause of action pursuant to this section, the court shall award to the prevailing party reasonable attorney fees and court costs.
(7) In an action brought under this section, jurisdiction shall be determined in accordance with chapter 7.
(8) A provision in a contract between a principal and a sales representative purporting to waive any right under this section is void.
(9) This section does not affect the rights of a principal or sales representative that are otherwise provided by law.

Minnesota

MINNESOTA STATUTES
Chapter 181: Employment; Wages, Conditions, Hours, Restrictions
Section 145: Prompt payment of commissions to commission salespeople

Subdivision 1. Definitions.
For the purposes of this section, “commission salesperson” means a person who is paid on the basis of commissions for sales and who is not covered by sections 181.13 and 181.14 because the person is an independent contractor. For the purposes of this section, the phrase “commissions earned through the last day of employment” means commissions due for services or merchandise which have actually been delivered to and accepted by the customer by the final day of the salesperson’s employment.

Subd. 2. Prompt payment required.
(a) When any person, firm, company, association, or corporation employing a commission salesperson in this state terminates the salesperson, or when the salesperson resigns that position, the employer shall promptly pay the salesperson, at the usual place of payment, commissions earned through the last day of employment or be liable to the salesperson for the penalty provided under subdivision 3 in addition to any earned commissions unless the employee requests that the commissions be sent to the employee through the mails. If, in accordance with a request by the employee, the employee’s commissions are sent to the employee through the mail, the commissions shall be deemed to have been paid as of the date of their postmark for the purposes of this section.
(b) If the employer terminates the salesperson or if the salesperson resigns giving at least five days’ written notice, the employer shall pay the salesperson’s commissions earned through the last day of employment on demand no later than three working days after the salesperson’s last day of work.
(c) If the salesperson resigns without giving at least five days’ written notice, the employer shall pay the salesperson’s commissions earned through the last day of employment on demand no later than six working days after the salesperson’s last day of work.
(d) Notwithstanding the provisions of paragraphs (b) and (c), if the terminated or resigning salesperson was, during employment, entrusted with the collection, disbursement, or handling of money or property, the employer has ten working days after the termination of employment to audit and adjust the accounts of the salesperson before the salesperson can demand commissions earned through the last day of employment. In such cases, the penalty provided in subdivision 3 shall apply only from the date of demand made after the expiration of the ten working day audit period.

Subd. 3. Penalty for non-prompt payment.
If the employer fails to pay the salesperson commissions earned through the last day of employment on demand within the applicable period as provided under subdivision 2, the employer shall be liable to the salesperson, in addition to earned commissions, for a penalty for each day, not exceeding 15 days, which the employer is late in making full payment or satisfactory settlement to the salesperson for the commissions earned through the last day of employment. The daily penalty shall be in an amount equal to 1/15 of the salesperson’s commissions earned through the last day of employment which are still unpaid at the time that the penalty will be assessed.

Subd. 4. Amount of commission disputed.
(a) When there is a dispute concerning the amount of the salesperson’s commissions earned through the last day of employment or whether the employer has properly audited and adjusted the salesperson’s account, the penalty provided in subdivision 3 shall not apply if the employer pays the amount it in good faith believes is owed the salesperson for commissions earned through the last day of employment within the applicable period as provided under subdivision 2; except that, if the dispute is later adjudicated and it is determined that the salesperson’s commissions earned through the last day of employment were greater than the amount paid by the employer, the penalty provided in subdivision 3 shall apply.
(b) If a dispute under this subdivision is later adjudicated and it is determined that the salesperson was not promptly paid commissions earned through the last day of employment as provided under subdivision 2, the employer shall pay reasonable attorney’s fees incurred by the salesperson.

Subd. 5. Commissions earned after last day of employment.
Nothing in this section shall be construed to impair a commission salesperson from collecting commissions on merchandise ordered prior to the last day of employment but delivered and accepted after termination of employment. However, the penalties prescribed in subdivision 3 apply only with respect to the payment of commissions earned through the last day of employment.

____________________________________

MINNESOTA STATUTES
Chapter 325E: Regulation of Trade Practices
Section 37: Termination of sales representatives

Subdivision 1. Definitions.
(a) As used in this section, the following terms have the meaning given them.
(b) “Good cause” means a material breach of one or more provisions of a written sales representative agreement governing the relationship with the manufacturer, wholesaler, assembler, or importer, or in absence of a written agreement, failure by the sales representative to substantially comply with the material and reasonable requirements imposed by the manufacturer, wholesaler, assembler, or importer. Good cause includes, but is not limited to:
(1) the bankruptcy or insolvency of the sales representative;
(2) assignment for the benefit of creditors or similar disposition of the assets of the sales representative’s business;
(3) the voluntary abandonment of the business by the sales representative as determined by a totality of the circumstances;
(4) conviction or a plea of guilty or no contest to a charge of violating any law relating to the sales representative’s business;
(5) any act of the sales representative which materially impairs the good will associated with the manufacturer’s, wholesaler’s, assembler’s, or importer’s trademark, trade name, service mark, logotype, or other commercial symbol; or
(6) failure to forward customer payments to the manufacturer, wholesaler, assembler, or importer.
(c) “Person” means a natural person, but also includes a partnership, corporation, and all other entities.
(d) “Sales representative” means a person who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission.
Sales representative does not include a person who:
(1) is an employee of the principal;
(2) places orders or purchases for the person’s own account for resale;
(3) holds the goods on a consignment basis for the principal’s account for resale; or
(4) distributes, sells, or offers the goods, other than samples, to end users, at retail.
(e) “Sales representative agreement” means a contract or agreement, either express or implied, whether oral or written, for a definite or indefinite period, between a sales representative and another person or persons, whereby a sales representative is granted the right to represent, sell, or offer for sale a manufacturer’s, wholesaler’s, assembler’s, or importer’s goods by use of the latter’s trade name, trademark, service mark, logotype, advertising, or other commercial symbol or related characteristics, and in which there exists a community of interest between the parties in the marketing of the goods at wholesale, by lease, agreement, or otherwise.

(f) “Wholesale orders” means the solicitation of orders for goods by persons in the distribution chain for ultimate sale at retail, and also includes material, component, or part orders for use or incorporation into a product and later resold.

Subd. 2. Termination of agreement.
(a) A manufacturer, wholesaler, assembler, or importer may not terminate a sales representative agreement unless the person has good cause and:
(1) that person has given written notice setting forth the reason(s) for the termination at least 90 days in advance of termination; and
(2) the recipient of the notice fails to correct the reasons stated for termination in the notice within 60 days of receipt of the notice.
(b) A notice of termination is effective immediately upon receipt where the alleged grounds for termination are the reasons set forth in subdivision 1, paragraph (b), clauses (1) to (6), hereof.

Subd. 3. Renewal of agreements.
Unless the failure to renew a sales representative agreement is for good cause, and the sales representative has failed to correct reasons for termination as required by subdivision 2, no person may fail to renew a sales representative agreement unless the sales representative has been given written notice of the intention not to renew at least 90 days in advance of the expiration of the agreement. For purposes of this subdivision, a sales representative agreement of indefinite duration shall be treated as if it were for a definite duration expiring 180 days after the giving of written notice of intention not to continue the agreement.

Subd. 4. Rights upon termination.
If a sales representative is paid by commission under a sales representative agreement and the agreement is terminated, the representative is entitled to be paid for all sales as to which the representative would have been entitled to commissions pursuant to the provisions of the sales representative agreement, made prior to the date of termination of the agreement or the end of the notification period, whichever is later, regardless of whether the goods have been actually shipped. Payment of commissions due the sales representative shall be paid in accordance with the terms of the sales representative agreement or, if not specified in the agreement, payments of commissions due the sales representative shall be paid in accordance with section 181.145.

Subd. 5. Arbitration.
(a) The sole remedy for a manufacturer, wholesaler, assembler, or importer who alleges a violation of any provision of this section is to submit the matter to arbitration. A sales representative may also submit a matter to arbitration, or in the alternative, at the sales representative’s option prior to the arbitration hearing, the sales representative may bring the sales representative’s claims in a court of law, and in that event the claims of all parties must be resolved in that forum. In the event the parties do not agree to an arbitrator within 30 days after the sales representative demands arbitration in writing, either party may request the appointment of an arbitrator from the American Arbitration Association. Each party to a sales representative agreement shall be bound by the arbitration. In the event that the American Arbitration Association declines to appoint an arbitrator, the arbitration shall proceed under chapter 572. The cost of an arbitration hearing must be borne equally by both parties unless the arbitrator determines a more equitable distribution. Except as provided in paragraph (c), the arbitration proceeding is to be governed by the Uniform Arbitration Act, sections 572.08 to 572.30.
(b) The arbitrator may provide any of the following remedies:
(1) sustainment of the termination of the sales representative agreement;
(2) reinstatement of the sales representative agreement, or damages;
(3) payment of commissions due under subdivision 4;
(4) reasonable attorneys’ fees and costs to a prevailing sales representative;
(5) reasonable attorneys’ fees and costs to a prevailing manufacturer, wholesaler, assembler, or importer, if the arbitrator finds the complaint was frivolous, unreasonable, or without foundation; or
(6) the full amount of the arbitrator’s fees and expenses if the arbitrator finds that the sales representative’s resort to arbitration or the manufacturer’s, wholesaler’s, assembler’s, or importer’s defense in arbitration was vexatious and lacking in good faith.
(c) The decision of any arbitration hearing under this subdivision is final and binding on the sales representative and the manufacturer, wholesaler, assembler, or importer. The district court shall, upon application of a party, issue an order confirming the decision.

Subd. 6. Scope; limitations.
(a) This section applies to a sales representative who, during some part of the period of the sales representative agreement:
(1) is a resident of Minnesota or maintains that person’s principal place of business in Minnesota; or
(2) whose geographical territory specified in the sales representative agreement includes part or all of Minnesota.
(b) To be effective, any demand for arbitration under subdivision 5 must be made in writing and delivered to the principal on or before one year after the effective date of the termination of the agreement.

(c) A provision in any contract between a sales representative dealing in plumbing equipment or supplies and a principal purporting to waive any provision of Laws 2007, chapters 135 or 140, whether by express waiver or by a provision stipulating that the contract is subject to the laws of another state, shall be void.

Subd. 7.  Prohibition of inclusion of certain unfair contract terms in sales representative agreement.
(a) No manufacturer, wholesaler, assembler, or importer shall circumvent compliance with this section by including in a sales representative agreement a term or provision, whether express or implied, that includes or purports to include:
      (1) an application or choice of law of any other state; or
      (2) a waiver of any provision of this section.
(b) Any term or provision described in paragraph (a) is void and unenforceable.

Mississippi

MISSISSIPPI CODE
Title 75: Regulation of Trade, Commerce and Investments
Chapter 87: Contracts Between Out-of-State Principals and Commissioned Sales Representatives

75-87-1. Definitions.
As used in this chapter:
(a) “Commission” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar amount of certain orders or sales.
(b) “Principal” means any person who does not have a permanent or fixed place of business in this state and who:
(i) Engages in the business of manufacturing, producing, importing or distributing a product or products for sale to customers who purchase such product or products for resale;
(ii) Utilizes sales representatives to solicit orders for such product or products; and
(iii) Compensates the sales representatives, in whole or in part, by commission.
(c) “Sales representative” means any person who engages in the business of soliciting, on behalf of a principal, orders for the purchase at wholesale of the product or products of the principal. The term “sales representative” shall not include a person who places orders or purchases for such person’s own account for resale or is engaged in home solicitation sales regulated pursuant to§77-66-1 et seq., Mississippi Code of 1972 .

75-87-3. Sales representative contract to set forth means by which commissions shall be computed and paid.
Whenever any principal enters into an oral or written contract with a sales representative for services to be rendered within this state and the contemplated method of compensation of the sales representative involves a commission, the contract shall set forth the means by which the commission shall be computed and paid.

75-87-5. Commissions due and payable within 21 days of termination of sales representative’s contract.
Whenever the contract between a sales representative and any principal is terminated, all commissions due the sales representative by the principal shall be due and payable within twenty-one (21) days of such termination.

75-87-7. Action to recover commissions; triple commissions; attorney fees.
Any principal who fails to timely pay the sales representative as provided in 75-87-5, shall be liable to the sales representative in a civil action for up to triple the commissions due to the sales representative, plus reasonable attorney’s fees and costs.

Missouri

Content coming soon.

New Hampshire

NEW HAMPSHIRE REVISED STATUTES
Title 31: Trade and Commerce
Chapter 339-E: Sales Representatives and Post-Termination Commissions

339-E:1 Definitions. – In this chapter:
I. “Commission” means compensation paid a sales representative by a principal, the rate of which is expressed as a percentage of the dollar amount of orders or sales of the principal’s product.
II. “Principal” means a person who manufactures, produces, imports or distributes a product for sale to customers who purchase the product for resale; uses a sales representative to solicit orders for such product; and compensates individuals who solicit orders, in whole or in part, by commission.
III. “Sales representative” means an individual other than an employee, who contracts with a principal to solicit orders and who is compensated, in whole or in part, by commission but shall not include one who places orders or purchases exclusively for his own account for resale.
IV. “Termination” means the end of services performed by the sales representative for the principal by discharge, resignation, or death.

339-E:2 Contract.
I. A sales representative and a principal shall enter into a written contract for services to be performed within this state by a sales representative. The written contract entered into pursuant to this section shall contain provisions which establish:
(a) The form of payment and the method by which such payment is to be computed and paid;
(b) Reasonable length of notice which either party must provide to the other for termination of the contract;
(c) The number of calendar days, up to a maximum of 45 days, after the date of termination or notification of death when all commissions due shall be paid; and
(d) Any other terms and conditions which the parties agree to include in such contract.
II. The principal shall provide the sales representative a signed copy of a written contract entered into pursuant to this section.
III. A provision in the contract establishing venue for an action arising under the contract in a state other than this state is void.

339-E:3 Damages. – The party who fails to comply with a provision of a contract entered into under RSA 339-E:2 relating to payment of a commission is liable in a civil action for damages, plus reasonable attorney’s fees and costs. The court may award exemplary damages of up to 3 times the commission owed in an action brought under this chapter.

339-E:4 Jurisdiction. – A principal who is not a resident of this state who enters into a contract with a sales representative subject to this chapter shall be considered to be doing business in this state for purposes of the exercise of personal jurisdiction over the principal.

339-E:5 Other Remedies; Combination of Claims. – Nothing in this chapter shall invalidate or restrict any other or additional right or remedy available to a sales representative, or preclude a sales representative from seeking to recover in one action on all claims against a principal.

339-E:6 No Waivers by Contract. – A provision in any contract between a sales representative and a principal purporting to waive any provision of this chapter, whether by expressed waiver or by a contract subject to the laws of another state, shall be void.

New Jersey

NEW JERSEY PERMANENT STATUTES
Title 2A: Administration of Civil and Criminal Justice

2A:61A-1. Definitions
As used in this act:
a. “Commission” means compensation accruing to a sales representative for payment by a principal, earned through the last day on which services were performed by the sales representative, the rate of which is expressed as a percentage of the dollar amount of orders or sales or as a specified amount per order or per sale.
b. “Principal” means a person, including a person who does not have a permanent or fixed place of business in this State, who manufactures, produces, imports or distributes a product for wholesale; contracts to solicit orders for the product; and compensates persons who solicit wholesale orders, in whole or in part, by commission.
c. “Sales representative” means a person other than an employee, who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission but shall not include one who places orders or purchases exclusively for his own account for resale and shall not include one who sells or takes orders for the sale of products to the ultimate consumer.
d. “Day” means a calendar day including Saturdays, Sundays and legal holidays.
e. “Termination” means the end of services performed by the sales representative for the principal by any means other than a discharge.
f. “Discharge” means the removal of a sales representative by the principal and shall include any action taken by the principal against the sales representative that concludes the relationship of the parties.

2A:61A-2. Payment to sales representative after termination of contract or discharge
When a contract between a principal and a sales representative to solicit wholesale orders is terminated, the commissions and other compensation earned and unpaid through the last day of the contract shall become due and payable within 30 days.  When a sales representative is discharged the commissions and other compensation earned and unpaid through the last day of the contract shall become due and payable within seven days. A sales representative shall receive commissions on goods ordered up to and including the last day of the contract even if accepted by the principal, delivered, and paid for after the end of the agreement.  The commissions shall become due and payable within 30 days after payment would have been due under the contract if the contract had not been terminated.

2A:61A-3. Liability to sales representative for violation; liability for frivolous court action
a.   A principal who violates or fails to comply with the provisions of section 2 of this act shall be liable to the sales representative for all amounts due the sales representative and all attorney’s fees actually and reasonably incurred by the sales representative in the action and court costs.
b.   Where the court determines that an action brought by a sales representative against a principal pursuant to this section is frivolous, pursuant to P.L.1988, c.46 (C.2A:15-59.1), the sales representative shall be liable to the principal for attorney’s fees actually and reasonably incurred by the principal in defending the action and court costs.

2A:61A-4. Payment as of postmark date
The commissions and other compensation shall be paid at the usual place of payment unless the sales representative requests that the commissions and other compensation be sent through first class mail.  If, in accordance with a request by the sales representative, the sales representative’s commissions and other compensation are sent through the mail, the commissions and compensation shall be deemed to have been paid as of the date of their registered postmark.

2A:61A-5. Jurisdiction over nonresident principals
A principal who is not a resident of this State who contracts with a sales representative to solicit orders in this State is declared to be doing business in this State for purposes of the exercise of personal jurisdiction.

2A:61A-6. Waiving provisions of this act prohibited
A provision in any contract between a sales representative and a principal purporting to waive any provision of this act, whether by express waiver or by a provision stipulating that the contract is subject to the laws of another state, shall be void.

2A:61A-7. Construction
Nothing in this act shall invalidate or restrict any other or additional right or remedy available to a sales representative or principal, or preclude a sales representative from seeking to recover in one action on all claims against a principal, or preclude a principal from seeking to recover in one action on all claims against a sales representative.

New York

NEW YORK CONSOLIDATED LAWS
Chapter 31: Labor Law
Title 1: General
Article 6: Payment of Wages

191-a. Definitions.
For purposes of this article the term:
(a) “Commission” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar amount of wholesale orders or sales.
(b) “Earned commission” means a commission due for services or merchandise which is due according to the terms of an applicable contract or, when there is no applicable contractual provision, a commission due for merchandise which has actually been delivered to, accepted by, and paid for by the customer, notwithstanding that the sales representative’s services may have terminated.
(c) “Principal” means a person or company engaged in the business of manufacturing, and who:
(1) Manufactures, produces, imports, or distributes a product for wholesale;
(2) Contracts with a sales representative to solicit orders for the product; and
(3) Compensates the sales representative in whole or in part by commissions.
(d) “Sales representative” means a person or entity who solicits orders in New York state and is not covered by subdivision six of section one hundred ninety and paragraph (c) of subdivision one of section one hundred ninety-one of this article because he or she is an independent contractor, but does not include one who places orders for his own account for resale.

191-b. Contracts with sales representatives.
1. When a principal contracts with a sales representative to solicit wholesale orders within this state, the contract shall be in writing and shall set forth the method by which the commission is to be computed and paid.
2. The principal shall provide each sales representative with a signed copy of the contract. The principal shall obtain a signed receipt for the contract from each sales representative.
3. A sales representative during the course of the contract, shall be paid the earned commission and all other monies earned or payable in accordance with the agreed terms of the contract, but not later than five business days after the commission has become earned.

191-c. Payment of sales commission.
1. When a contract between a principal and a sales representative is terminated, all earned commissions shall be paid within five business days after termination or within five business days after they become due in the case of earned commissions not due when the contract is terminated.
2. The earned commission shall be paid to the sales representative at the usual place of payment unless the sales representative requests that the commission be sent to him or her through the mails. If the commissions are sent to the sales representative by mail, the earned commissions shall be deemed to have been paid as of the date of their postmark for purposes of this section.
3. A principal who fails to comply with the provisions of this section concerning timely payment of all earned commissions shall be liable to the sales representative in a civil action for double damages. The prevailing party in any such action shall be entitled to an award of reasonable attorney’s fees, court costs, and disbursements.

North Carolina

NORTH CAROLINA GENERAL STATUTES
Chapter 66: Commerce and Business
Article 27: Sales Representative Commissions

66-190. Definitions.
The following definitions apply in this Article:
(1) “Commission” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the amount of orders or sales or as a specified amount per order or per sale.
(2) “Person” means an individual, corporation, partnership, association, estate, or trust.
(3) “Principal” means a person who does not have a permanent or fixed place of business in this State and who:
a. Manufactures, produces, imports, or distributes a tangible product for sale at wholesale;
b. Contracts with a sales representative to solicit orders for the product; and
c. Compensates the sales representative, in whole or in part, by commission.
(4) “Sales representative” means a person who:
a. Contracts with a principal to solicit wholesale orders;
b. Is compensated, in whole or in part, by commission;
c. Does not place orders or purchase for his own account or for resale;
d. Does not sell or take orders for the sale of products at retail; and
e. Is not an employee of the principal.

66-191. Payment of commissions.
When a contract between a sales representative and a principal is terminated for any reason other than malfeasance on the part of the sales representative, the principal shall pay the sales representative all commissions accrued under the contract to the sales representative within 45 days after the effective date of the termination.

66-192. Civil liability.

(a) A principal who fails to comply with the provisions of G.S. 66-191 is liable to the sales representative in a civil action for (i) all amounts due the sales representative plus exemplary damages in an amount not to exceed the amount of commissions due the sales representative, (ii) attorney’s fees actually and reasonably incurred by the sales representative in the action, and (iii) court costs.
(b) Where the court determines that an action brought by a sales representative against a principal under this Article is frivolous, the sales representative is liable to the principal for court costs and for attorney’s fees actually and reasonably incurred by the principal in defending the action.
(c) A principal who is not a resident of this State who contracts with a sales representative to solicit orders in this State shall be subject to personal jurisdiction as provided in G.S. 1-75.4.
(d) Nothing in this Article shall invalidate or restrict any other or additional right or remedy available to a sales representative or preclude a sales representative from seeking to recover in one action on all claims against a principal.

66-193. Contracts void.
A provision in any contract between a sales representative and a principal purporting to waive any provision of this Article, whether by expressed waiver or by a contract subject to the laws of another state, is void.

Ohio

OHIO REVISED CODE
Title 13: Commercial Transactions
Chapter 1335: Statute of Frauds

1335.11. Payment of commissions due sales representatives
(A)  As used in this section:
(1) “Commission” means compensation accruing to a person for payment by another person, the rate of which is expressed as a percentage of the dollar amount of orders, sales, or profits.
(2) “Principal” means a person who does all of the following:
(a) Engages in either of the following:
(i) The business of manufacturing, producing, importing, or distributing one or more products for sale to customers who purchase products for resale or for consumption or utilization in the manufacturing process;
(ii) The business of providing services to customers.
(b) Utilizes one or more sales representatives to solicit orders for those products or orders for those services;
(c) Compensates the sales representatives in whole or in part by commission.
(3) “Sales representative” means a person who contracts with a principal to solicit orders for a product or orders for the provision of services and who is compensated, in whole or in part, by commission, but does not include a person who places orders for or purchases the product for that person’s own account for resale or places orders for the provision of or purchases services for that person’s own account, a person who is an employee of a principal, or a person who contracts with a principal to solicit within this state orders for a product or orders for the performance of services and who is not compensated, in whole or in part, by commission.
(4) “Termination” means the end of the performance of services by a sales representative for a principal, including discharge of the sales representative by the principal, resignation of the sales representative, or expiration of the contract between the sales representative and the principal.
(B)  For purposes of this section, the time at which a commission is due to a sales representative shall be determined in the following manner:
(1) If the contract between the principal and the sales representative is in writing and its terms unambiguously and clearly specify when the commission is due, the terms of the contract shall control the determination.
(2) If the contract between the principal and the sales representative is not in writing, or if the contract between them is in writing but its terms do not specify when the commission is due or its terms are ambiguous or unclear, the past practice used by the principal and the sales representative shall control the determination.
(3) If neither division (B)(1) nor (B)(2) of this section can be used to clearly ascertain when a commission is due, the custom and usage prevalent in this state for the principal’s and sales representative’s industry shall control the determination.
(C)  Upon the termination of a contract between a principal and a sales representative for the solicitation of orders for a product or orders for services, the principal shall pay the sales representative all commissions due the sales representative at the time of the termination within thirty days of the termination and shall pay the sales representative all commissions that become due after the termination within thirteen days of the date on which the commissions become due.
(D)  A principal who fails to comply with division (C) of this section or with any contractual provision concerning timely payment of commissions due upon termination of a contract with a sales representative is liable in a civil action for exemplary damages in an amount not to exceed three times the amount of the commissions owed to the sales representative if the sales representative proves that the principal’s failure to comply with division (C) of this section or the contractual provision constituted willful, wanton, or reckless misconduct or bad faith. If a principal receives a written demand for payment of the commissions owed to a sales representative that was sent by certified mail, the failure of the principal to respond to the written demand in writing within twenty days after the principal receives the written demand shall raise a presumption that the principal acted willfully and in bad faith. The prevailing party in an action brought under this section is entitled to reasonable attorney’s fees and court costs.
(E)  Division (A)(1) of 2307.382 [2307.38.2] of the Revised Code applies to a principal who is not a resident of this state and who enters into an agreement with a sales representative for the solicitation of orders in this state, to authorize the exercise by a court of personal jurisdiction over the principal.
(F)  Any provision in any contract between a sales representative and principal is void if it purports to do any of the following:
(1) Waive any of the provisions of this section;
(2) Make the contract subject to the laws of another state;
(3) Limit the right of the sales representative to initiate litigation or alternative dispute resolution in this state.
(G)  Nothing in this section invalidates or restricts any other or additional right or remedy available to a sales representative or precludes a sales representative from seeking to recover in one action on all claims against a principal.
(H)  This section does not apply to any person licensed by the superintendent of insurance to engage in the business of issuing or selling insurance, as defined in division (D) of 3901.19 of the Revised Code.

CASE NOTES
One purpose of RC 1335.11(D) is to deter the assertion of unfounded claims by providing for the recovery of attorney fees and costs by a defendant who successfully defends a claim. Revised Code 1335.11 was subject to strict scrutiny and was therefore unconstitutional under the commerce clause in light of its discrimination against interstate commerce on its face by imposing additional burdens on class of manufacturers that did not have a permanent or fixed place of business in Ohio. Even though the conduct giving rise to the claim for commissions occurred after RC 1335.11 became effective, the statute did not apply to a contract entered into prior to its effective date.

Oklahoma

OKLAHOMA STATUTES
Title 15: Contracts
Chapter 17: Sales Representatives Recognition Act

Section 675 – Short Title.
Sections 1 through 5 of this act shall be known and may be cited as the “Sales Representatives Recognition Act.”

Section 676 – Terms Defined.
As used in the Sales Representatives Recognition Act:
1. “Commission” means compensation accruing to a person for payment by another person, the rate of which is expressed as a percentage of the dollar amount of orders, sales or profits;
2. “Principal” means any person who does not have a permanent or fixed place of business in this state and who does all of the following:
a. Engages in the business of manufacturing, producing, importing or distributing one or more products for sale to customers who purchase products for resale,
b. Utilizes one or more sales representatives to solicit wholesale orders for those products, and
c. Compensates the sales representatives in whole or in part by commission; and
3. “Sales representative” means a person who contracts with a principal to solicit wholesale orders for a product within this state and who is compensated, in whole or in part, by commission. “Sales representative” does not include a person who places orders for or purchases the product for his own account for resale, a person who is an employee of a principal, or a person who sells the product to the ultimate consumer.

Section 677 – Time at Which a Commission is Due – Manner Determined.
For purposes of the Sales Representatives Recognition Act, the time at which a commission is due to a sales representative shall be determined in the following manner:
1. If the contract between the principal and the sales representative is in writing and its terms unambiguously and clearly specify when the commission is due, the terms of the contract shall control the determination;
2. If the contract between the principal and the sales representative is not in writing, or if the contract between them is in writing but its terms do not specify when the commission is due or its terms are ambiguous or unclear, the past practice used by the principal and the sales representative shall control the determination; or
3. If neither paragraph 1 or 2 of this section can be used to clearly ascertain when a commission is due, the custom and usage prevalent in this state for the industry of the principal and sales representative shall control the determination.

Section 678 – Payment of Commission and Attorney’s Fees and Court Costs if Contract Terminated.
A. If a contract between a principal and a sales representative for the solicitation of wholesale orders is terminated, the principal shall pay the sales representative all commissions due him at the time of the termination within fourteen (14) calendar days of the termination, and shall pay the sales representative all commissions that become due after termination within fourteen (14) calendar days of the date on which the commissions become due.
B. The prevailing party in an action brought under this section is entitled to reasonable attorney’s fees and court costs.

Section 679 – Personal Jurisdiction of Principal – Waiver of Provisions of Act – Availability of Rights and Remedies – Contracts Affected.
A. For purposes of the Sales Representatives Recognition Act, a person who enters into an agreement, as a principal, with a sales representative for the solicitation of orders in this state is transacting business in this state and therefore authorizes the exercise of personal jurisdiction over said principal by the court.
B. Any provision in any contract between a sales representative and principal purporting to waive any of the provisions of the Sales Representatives Recognition Act is void.
C. Nothing in the Sales Representatives Recognition Act invalidates or restricts any other or additional right or remedy available to a sales representative, or precludes a sales representative from seeking to recover in one action on all claims against a principal.
D. The provisions of the Sales Representatives Recognition Act shall have no effect on any contract or agreement entered into prior to November 1, 1989.

Oregon

OREGON REVISED STATUTES
Title 50: Trade Regulations and Practices
Chapter 646: Trade Practices and Antitrust Regulation

646.878 Payment of sales commissions following termination of contract between sales representative and principal; definitions; civil action.
(1) As used in this section:
(a) “Commission” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the amount of orders or sales or as a specified amount per order or per sale.
(b) “Principal” means a person who does not have a permanent or fixed place of business in this state and who:
(A) Manufactures, produces, imports or distributes a tangible product for wholesale;
(B) Contracts with a sales representative to solicit orders for the product; and
(C) Compensates the sales representative, in whole or in part, by commission.
(c) “Sales representative” means a person who:
(A) Contracts with a principal to solicit wholesale orders;
(B) Is compensated, in whole or in part, by commission;
(C) Does not place orders or purchase for the sales representative’s own account or for resale; and
(D) Does not sell or take orders for the sale of products to the ultimate consumer.
(2) When a contract between a sales representative and a principal is terminated for any reason, the principal shall pay the sales representative all commissions accrued under the contract to the sales representative within 14 days after the effective date of the termination.
(3) A principal who fails to comply with the provisions of subsection (2) of this section is liable to the sales representative in a civil action for:
(a) All amounts due the sales representative plus interest on the amount due at the rate of nine percent per annum until paid; and
(b) Treble damages, if the failure to comply with the provisions of subsection (2) of this section is willful.
(4) The court shall award court costs and attorney fees actually and reasonably incurred by the prevailing party in an action to recover amounts, interest or damages due under subsection (3) of this section.
(5) A nonresident principal who contracts with a sales representative to solicit orders in this state is subject to the jurisdiction of the courts of this state to the extent specified in ORS 14.030.
(6) Any action commenced pursuant to this section must be commenced in the county in which the plaintiff resides at the time the action is commenced or in the county where the cause of action arose.
(7) Nothing in this section shall invalidate or restrict any other or any additional right or remedy available to a sales representative, or preclude a sales representative from seeking to recover in one action all claims against a principal.
(8) A provision in any contract between a sales representative and a principal purporting to waive any provision of this section, whether by expressed waiver or by a contract subject to the laws of another state, shall be void.

Pennsylvania

UNCONSOLIDATED PENNSYLVANIA STATUTES
Title 43: Labor
Chapter: Commissioned Sales Representatives

1471. Definitions.
The following words and phrases when used in this act shall have the meanings given to them in this section unless the context clearly indicates otherwise:
? “Commission”
? Compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar of orders or sales.
? “Principal.”
? Any person who does all of the following:
? Engages in the business of manufacturing, producing, importing or distributing a product for sale to customers who purchase such products for resale.
? Utilizes sales representatives to solicit orders for such product.
? Compensates sales representatives, in whole or in part, by commission.
? “Sales representative.”
? A person who contracts witha principal to solicit wholesale orders from retailers rather than consumers and who is compensated, in whole or in part, by commission. The term does not include one who places orders or purchases for his own account for resale or one who is an employee of a principal.
? “Termination.”
? The end of services performed by the sales representative for the principal. The term includes any action that concludes the relationship of the parties.

1472. Contracts.
(a) Contents.–When a sales representative enters into an agreement with the principal for the solicitation of wholesale orders, a written contract shall be entered into setting forth the following:
? The form of payment and the method by which it is to be computed and made.
? A specified period for the performance of services.
? The manner and extent to which job-incurred expenses are to be reimbursed.
? A specified geographical territory or specified accounts.
(b) Copy of contract.–The principal shall provide each sales representative with a signed copy of the contract.

1473. Termination.
A principal shall pay a sales representative all commission due at the time of termination within 14 days after termination.

1474. Commissions on goods delivered after the end of the agreement.
A principal shall pay a sales representative all commissions that become due after termination within 14 days of the date such commissions become due.

1475. Noncompliance.
(a) General.–A principal who willfully fails to comply with the provisions of section 3 [1473] or 4 [1474] shall be liable to the sales representative in a civil action for:
? All commissions due the sales representative, plus exemplary damages in an amount not to exceed two times the commissions due the sales representative.
? The cost of the suit, including, reasonable attorney fees.
(b) Frivolous actions.–If judgment is entered for the principal and the court determines that the action was brought on frivolous grounds, the court shall award reasonable attorney fees and court costs to the principal.

1475.1. When commissions become due.
(a) Contract.–The terms of the contract, whether or not in writing, between the principal and sales representative shall determine when commissions become due.
(b) Custom and usage.–If the time when commissions become due cannot be determined by a contract between the principal and sales representative, the past practices of the parties shall control, or, if there are no past practices, the custom and usage prevalent in this Commonwealth for the business that is the subject of the relationship between the parties shall control.

1476. Construction of act.
Nothing in this act shall invalidate or restrict any other or additional right or remedy available to sales representatives or preclude sales representatives from seeking to recover in one action on all claims against a principal. The provisions of this act may not be waived. In applying the provisions of this act, the courts of this Commonwealth shall not recognize any purported waiver of the provisions of this act, whether by express waiver or by attempt to make a contract or agreement subject to the laws of another state.

1477. Applicability.
The provisions of this act shall apply to existing contracts which can be terminated at will and to contracts entered into or renewed after the effective date of this act. Nothing contained in this section is intended to violate section 17 of Article I of the Constitution of Pennsylvania, relative to impairing the obligations of contracts.

1478. Compliance with requirements for contracts.
Within 180 days after the effective date of this act, all contracts described in section 7 [1477] shall comply with the provisions of section 2 [1472].

Puerto Rico

PUERTO RICO LAWS
Title 10: _____________
Act to Regulate Contracts with Sales Representatives

279. Definitions
For the purposes of this chapter, the following terms shall have the meaning stated hereinafter, unless another meaning clearly arises from the context:
(a) Sales representative: an independent entrepreneur who establishes a sales representation contract of an exclusive nature, with a principal or grantor, and who is assigned a specific territory or market, within the Commonwealth of Puerto Rico. It includes the figure known as manufacturer’s representative.
(b) Principal or grantor: a person who grants a sales representation contract to a sales representative.
(c) Sales representation contract: the agreement established between a sales representative and a principal, through which, and regardless of the way in which the parties establish, delineate or formalize said agreement, the party of the first part commits himself to making a reasonable effort and due diligence in the creation or expansion of a market which is favorable for the products that the principal sells, directed at capturing clientele to offer it a product or service marketed by him in Puerto Rico, and the party of the second part is bound to comply with the commitments that may result from the sales representative’s efforts and coordination and to pay the previously-accorded commission or remuneration.
(d) Just cause: noncompliance of any of the essential obligations of the sales representation contract by the sales representative, or any action or omission on his part that may adversely and substantially affect the interests of the principal or grantor in the development of the market or the sales of the merchandise or services.

It shall also be understood that the act of privatizing a program, service or enterprise of the central government or a public corporation constitutes just cause to terminate an existing relationship between that program, service or enterprise of the central government or a public corporation of their successors and any sales representative who renders services, effective on the expiration date of the term set forth in the contract, without need to pay any compensation to that sales representative.

279a. Termination of’ the relationship
Notwithstanding the existence of a clause in a sales representation contract that reserves the unilateral right of the parties of terminating the existing relationship, no principal or grantor may terminate said relationship, or directly or indirectly perform any act that may impair the established relationship, or refuse to renew said contract upon its regular termination, except for just cause.

279b. Just cause; exceptions; presumptions
For the purposes of this section and the preceding one, it shall not be deemed as just cause:
(a) The violation or noncompliance of any provision included in the sales representation contract by a sales representative, which fixes codes of behavior, sales quotas or goals, marketing or promotion that do not conform to the realities of the Puerto Rican market at the time of the violation or noncompliance by the sales representative. The burden of the proof to evidence the fairness of the code of behavior of the fixed quota or goal shall rest on the principal or grantor.
(b) Except when proved otherwise, it shall be presumed that a principal or grantor has impaired the established relationship in any of the following cases:
(1) When the principal or grantor establishes facilities in Puerto Rico for the direct representation of merchandise or the rendering of services which the sales representatives has previously been in charge of.
(2) When the principal or grantor establishes a sales representation relationship with one or more additional representatives for the Puerto Rican area, or any part of said area, in contravention of the existing contract between the parties.
(3) When the principal or grantor unjustifiably refuses to or omits serving the orders for merchandise or services, which the sales representative sends him in reasonable amounts and within a reasonable time.
(4) When the principal or grantor unilaterally and unreasonably varies the method of making orders and shipments, the manner, conditions or terms of payment for the merchandise or services, thus injuring the sales representative.
(5) The continuous and unjustified delay in servicing the orders of merchandise or services sent by the sales representative.

279c. Damages
If there is no just cause for the termination of the sales representation contract, for impairing the established relationship, or for the refusal to renew said contract, the principal shall have executed a tortious act against the sales representative, and shall compensate him to the extent of the damages caused to him, which amount shall be fixed by taking into account the following factors:
(a) The actual value of all investments and expenses incurred by the sales representative in the performance of his duties, to the extent in which they are not easily and reasonably used for some other activity in which the sales representative is regularly engaged;
(b) The good will of the business, or the part thereof that is attributable to the representation of the merchandise or rendering of the services in question, to be determined taking into account the following terms:
(1) the number of years that the sales representative has been in charge of the representation;
(2) the present volume of the representation of the merchandise or the rendering of the services in question and the proportion it represents in the business;
(3) the Puerto Rican market share represented by said volume;
(4) any other factor that may equitably help to establish the amount of good will;
(c) The amount of the benefits obtained from the representation of the merchandise or in the rendering of services, as the case may be, during the last five (5) years, or if less than five (5), five (5) times the average of the annual benefits obtained during the last years, whichever they are.

279d. Alternative compensation
Regardless of what is established in 279c of this title, if it is determined that there is no just cause for the termination of the sales representation contract, or for the impairing of the established relationship, or the refusal to renew said contract, the court may grant, at the request of the plaintiff party and after the corresponding hearing, if needed, a compensation which shall not be greater than five percent (5%) of the total sales volume of the product or service for the years in which the representation thereof in the Puerto Rican market was in his charge, if said compensation does not propitiate an unfair enrichment or burden, in detriment of the principal or grantor. In establishing the amount of said alternate compensation, the court shall mainly take into account the compensation received by the sales representative from the principal and the number of years and sales volume that the sales representative produced during said relationship.

279e. Provisional remedy
In any action in which the termination of a sales representation contract is directly or indirectly involved, or any act that may impair the relationship established between the principal or grantor and the sales representative, the court may grant any provisional remedy or injunction while the suit is pending, to do or desist from doing, or directing any or both of the parties to continue the relationship established by means of the sales representation contract in all its terms, or to abstain from performing any act or omission in detriment thereof. In every case in which the provisional remedy provided herein is requested, the court shall consider the interests of all the parties involved and the purposes of public policy stated in this chapter.

279f. Construction
The sales representation contracts referred to in this chapter shall be construed pursuant to, and shall be governed by the laws of the Commonwealth of Puerto Rico, and any stipulation to the contrary shall be null. However, this nullity shall not include any arbitration clause agreed upon.

279g. Waiver of rights
The provisions of this chapter are of public order and therefore, the rights that such provisions determine can not be waived. Due to its redressing nature, this chapter shall be liberally construed for the most effective protection of said rights; in the adjudication of claims that may arise under it, the courts of justice shall acknowledge said rights in favor of whom is effectively in charge of the activities of sales representative, notwithstanding the corporate or contractual structures or mechanisms that the principal or grantor may have created or imposed to conceal the true nature of the established relationship.

279h. Prescription of the action
Every action derived from this chapter shall prescribe three (3) years from the definitive date termination of the sales representation contract or of the impairing acts, as the case may be.

South Carolina

SOUTH CAROLINA CODE OF LAWS
Title 39: Trade and Commerce
Chapter 65: Payment of Post-Termination Claims to Sales Representatives

39-65-10. Definitions.
As used in this chapter:
(1) “Commissions” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the amount of orders or sales or as a specified amount of each order or sale.
(2) “Person” means an individual, corporation, partnership, association, estate, or trust.
(3) “Principal” means a person who:
(a) manufactures, produces, imports, or distributes a tangible product for wholesale;
(b) contracts with a sales representative to solicit orders for the product; and
(c) compensates the sales representative, in whole or in part, by commission.
(4) “Sales representative” means a person who:
(a) contracts with a principal to solicit wholesale orders;
(b) is compensated, in whole or in part, by commission;
(c) does not place orders or purchase for his own account or for resale; and
(d) does not sell or take orders for the sale of products to the ultimate consumer.

39-65-20. Principal to pay commissions.
When a contract between a sales representative and a principal is terminated for any reason, the principal shall pay the sales representative all commissions that have or will accrue under the contract to the sales representative according to the terms of the contract.

39-65-30. Principal’s civil liability.
A principal who fails to comply with the provisions of 39-65-20 is liable to the sales representative in a civil action for:
(1) all amounts due the sales representative plus punitive damages in an amount not to exceed three times the amount of commissions due the sales representative; and
(2) attorney’s fees actually and reasonably incurred by the sales representative in the action and court costs.

39-65-40. Frivolous action; sales representative’s liability.
Where the court determines that an action brought by a sales representative against a principal under this chapter is frivolous, the sales representative is liable to the principal for attorney’s fees actually and reasonably incurred by the principal in defending the action and court costs.

39-65-50. Nonresident principals subject to personal jurisdiction.
A principal who is not a resident of this State who contracts with a sales representative to solicit orders in this State is deemed to be doing business in this State for purposes of the exercise of personal jurisdiction over nonresidents under Part 8, Chapter 2, Title 36.

39-65-60. Effect of chapter on other rights and remedies.

39-65-70. Effect of waiver of chapter provisions in contract.
A provision in any contract between a sales representative and a principal purporting to waive any provision of this chapter, whether by expressed waiver or by a contract subject to the laws of another state, is void.

39-65-80. Restrictions on actions.
Any person bringing an action under the provisions of this chapter may not bring an action under the provisions of 41-10-10.

Tennessee

TENNESSEE CODE
Title 47: Commercial Instruments and Transactions
Chapter 50: Miscellaneous Provisions

47-50-114. Sales representatives – Commissions
(a)  As used in this section:
(1) “Commission” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar amount of orders or sales;
(2) “Principal” means a person who:
(A) Manufactures, produces, imports, or distributes a product for wholesale;
(B) Contracts with a sales representative to solicit orders for the product; and
(C) Compensates the sales representative, in whole or in part, by commission;
(3) “Sales representative” means a person who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission, but does not include one who places orders or purchases for such person’s own account for resale; and
(4) “Termination” means the end of services performed by the sales representative for the principal whether by discharge, resignation, or expiration of a contract.
(b) (1)  The terms of the contract between the principal and sales representative shall determine when a commission becomes due.
(2) If the time when the commission is due cannot be determined by a contract between the principal and sales representative, the past practices between the parties shall control or, if there are no past practices, the custom and usage prevalent in this state for the business that is the subject of the relationship between the parties shall control.
(3) All commissions that are due at the time of termination of a contract between a sales representative and principal shall be paid within fourteen (14) days after the date of termination. Commissions that become due after the termination date shall be paid within fourteen (14) days after the date on which the commissions become due.
(c)  When the contract between a sales representative and a principal is terminated and the contract was not reduced to writing, all commissions due shall be paid within fourteen (14) days of termination.
(d)  A principal who, acting in bad faith, fails to comply with the provisions of subsection (c) concerning timely payment may be liable in a civil action for exemplary damages in an amount which does not exceed treble the amount of the commissions owed to the sales representative. Additionally, such principal shall pay the sales representative’s reasonable attorney’s fees and court costs. If the court determines that an action to collect such exemplary damages has been brought on frivolous grounds, reasonable attorney’s fees and court costs shall be awarded to the principal
(e)  A principal who is not a resident of this state and who enters into a contract subject to this chapter is considered to be doing business in this state for purposes of the exercise of personal jurisdiction over the principal.
(f)  A provision of this chapter may not be waived, whether by express waiver or by attempt to make a contract or agreement subject to the laws of another state. A waiver of a provision of this chapter is void.
(g)  This chapter does not invalidate or restrict any other right or remedy available to a sales representative or preclude a sales representative from seeking to recover in one (1) action on all claims against a principal.

Texas

TEXAS BUSINESS AND COMMERCIAL CODE
Title 4: Business Opportunities & Agreements
Chapter 54: Compensation Agreements for Sales Representatives
V.T.C.A. §54.001 et seq.

54.001. Definitions
In this subchapter:
(1) “Commission” means compensation paid a sales representative by a principal in an amount based on a percentage of the dollar amount of certain orders for or sales of the principal’s product.
(2) “Principal” means a person who:
(A) manufactures, produces, imports, or distributes a product for sale;
(B) uses a sales representative to solicit orders for the product; and
(C) compensates the sales representative in whole or in part by commission.
(3) “Sales representative” means an independent contractor who solicits on behalf of a principal orders for the purchase at wholesale of the principal’s product.

54.002. Contract
(a) A contract between a principal and a sales representative under which the sales representative is to solicit wholesale orders within this state must:

    (1)  be in writing or in a computer-based medium; and

     (2) set forth the method by which the sales representative’s commission is to be computed and paid.

(b)  The principal shall provide the sales representative with a copy of the contract.

(c) A provision in the contract establishing venue for an action arising under the contract in a state other than this state is void.

54003. Payment on Termination of Certain Compensation Agreements.
If a compensation agreement between a sales representative and a principal that does not comply with Section 35.82 is terminated, the principal shall pay all commissions due the sales representative within thirty working days after the date of the termination.

54.004. Damages
A principal who fails to comply with a provision of a contract under Section 35.82 relating to payment of a commission or fails to pay a commission as required by Section 35.83 is liable to the sales representative in a civil action for:

(1)  three times the unpaid commission sustained by the sales representative; and

(2) reasonable attorney’s fees and costs.

54.005. Jurisdiction
A principal who is not a resident of this state and who enters into a contract subject to this subchapter is considered to be doing business in this state for purposes of the exercise of personal jurisdiction over the principal.

54.006. Waiver
A provision of this subchapter may not be waived, whether by express waiver or by attempt to make a contract or agreement subject to the laws of another state. A waiver of a provision of this subchapter is void.

Virginia

THE CODE OF VIRGINIA
Title 59.1: Trade and Commerce
Chapter 37: Contracts; Independent Sales Representatives

59.1-455. Definitions.
As used in this chapter, unless the context requires a different meaning:
? “Commission” means compensation accruing to a sales representative for payment by a principal, the rate of which is expressed as a percentage of the total dollar amount of orders or sales or as a specified amount per order or per sale.
? “Principal” means a person who manufactures, produces, imports or distributes a product for wholesale and who contracts with a sales representative to solicit orders or sales for such product and compensates the sales representative, in whole or in part, by commission.
? “Sales representative” means a person other than an employee who contracts with a principal to solicit wholesale orders or sales and who is compensated, in whole or in part, by commission, but shall not include a person who purchases exclusively for his own account for resale.

59.1-456. Contracts between principals and sales representatives.
When a principal contracts with a sales representative to solicit wholesale orders within this Commonwealth, such contract shall (i) be in writing, (ii) disclose the method by which the commission is to be computed and paid, (iii) disclose the territory of the sales representative and whether such territory is exclusive, (iv) be signed by the principal and the sales representative, and (v) be provided to the sales representative.

59.1-457. Payment of sales commission.
A. Every sales representative shall be paid the earned commission and all other compensation earned or payable in accordance with the terms of the contract.
B. When a contract between a principal and a sales representative is terminated, for any reason, except by mutual agreement, all earned commissions shall be paid within a period specified in the contract, but in no event shall such period exceed thirty days from the date of termination or, in the case of orders processed subsequent to termination, thirty days from shipment. Such commission and other compensation shall be paid to the sales representative at the usual place of payment unless the sales representative requests that the commission be sent to him through regular mail. If the commission is sent through regular mail, it is deemed to have been paid for purposes of this subsection on the date that it is postmarked.

59.1-458. Waiver prohibited.
Any provision of any agreement intending to waive the rights of any party to any provision of this chapter shall be void.

59.1-459. Absence of contract not affirmative defense.
The failure to execute a contract as required by 59.1-456 shall not constitute an affirmative defense in any action relating to the provisions of this chapter.

Washington

REVISED CODE OF WASHINGTON
Title 49: Labor Regulations
Chapter 48: Wages – Payment – Collection

RCW 49.48.150
Sales representatives — Definitions.
Unless the context clearly requires otherwise, the definitions in this section apply throughout RCW 49.48.160 through 49.48.190.
(1) “Commission” means compensation paid a sales representative by a principal in an amount based on a percentage of the dollar amount of certain orders for or sales of the principal’s product.
(2) “Principal” means a person, whether or not the person has a permanent or fixed place of business in this state, who:
(a) Manufactures, produces, imports, or distributes a product for sale to customers who purchase the product for resale;
(b) Uses a sales representative to solicit orders for the product; and
(c) Compensates the sales representative in whole or in part by commission.
(3) “Sales representative” means a person who solicits, on behalf of a principal, orders for the purchase at wholesale of the principal’s product, but does not include a person who places orders for his own account for resale, or purchases for his own account for resale, or sells or takes orders for the direct sale of products to the ultimate consumer.

RCW 49.48.160
Sales representatives — Contract — Agreement.
(1) A contract between a principal and a sales representative under which the sales representative is to solicit wholesale orders within this state must be in writing and must set forth the method by which the sales representative’s commission is to be computed and paid. The principal shall provide the sales representative with a copy of the contract. A provision in the contract establishing venue for an action arising under the contract in a state other than this state is void.
(2) When no written contract has been entered into, any agreement between a sales representative and a principal is deemed to incorporate the provisions of RCW 49.48.150 through 49.48.190.
(3) During the course of the contract, a sales representative shall be paid the earned commission and all other moneys earned or payable in accordance with the agreed terms of the contract, but no later than thirty days after receipt of payment by the principal for products or goods sold on behalf of the principal by the sales representative.
Upon termination of a contract, whether or not the agreement is in writing, all earned commissions due to the sales representative shall be paid within thirty days after receipt of payment by the principal for products or goods sold on behalf of the principal by the sales representative, including earned commissions not due when the contract is terminated.

RCW 49.48.170
Sales representatives — Payment.
A principal shall pay wages and commissions at the usual place of payment unless the sales representative requests that the wages and commissions be sent through registered mail. If, in accordance with a request by the sales representative, the sales representative’s wages and commissions are sent through the mail, the wages and commissions are deemed to have been paid as of the date of their registered postmark.

RCW 49.48.180
Sales representatives — Principal considered doing business in this state.
A principal who is not a resident of this state and who enters into a contract subject to RCW 49.48.150 through 49.48.190 is considered to be doing business in this state for purposes of the exercise of personal jurisdiction over the principal.

RCW 49.48.190
Sales representatives — Rights and remedies not exclusive — Waiver void.
(1) RCW 49.48.150 through 49.48.190 supplement but do not supplant any other rights and remedies enjoyed by sales representatives.
(2) A provision of RCW 49.48.150 through 49.48.190 may not be waived, whether by express waiver or by attempt to make a contract or agreement subject to the laws of another state. A waiver of a provision of RCW 49.48.150 through 49.48.190 is void.

Wisconsin

WISCONSIN STATUTES
Trade and Marketing Practices
Chapter 134: Miscellaneous Trade Practices

134.93 Payment of commissions to independent sales representatives.

134.93(1) Definitions.  In this section:

134.93(1)(a)  “Commission” means compensation accruing to an independent sales representative for payment by a principal, the rate of which is expressed as a percentage of the dollar amount of orders or sales made by the independent sales representative or as a percentage of the dollar amount of profits generated by the independent sales representative.

134.93(1)(b)  “Independent sales representative” means a person, other than an insurance agent or broker, who contracts with a principal to solicit wholesale orders and who is compensated, in whole or in part, by commission.  “Independent sales representative” does not include any of the following:

134.93(1)(b)1.  A person who places orders or purchases products for the person’s own account for resale.

134.93(1)(b)2.  A person who is an employee of the principal and whose wages must be paid as required under s. 109.03.

134.93(1)(c)  “Principal” means a sole proprietorship, partnership, joint venture, corporation or other business entity, whether or not having a permanent or fixed place of business in this state, that does all of the following:

134.93(1)(c)1.  Manufactures, produces, imports or distributes a product for wholesale.

134.93(1)(c)2.  Contracts with an independent sales representative to solicit orders for the product.

134.93(1)(c)3.  Compensates the independent sales representative, in whole or in part, by commission.

134.93(2) Commissions; when due.

134.93(2)(a)  Subject to 134.93(2)(b) 134.93(2)(c), a commission becomes due as provided in the contract between the principal and the independent sales representative.

134.93(2)(b)  If there is no written contract between the principal and the independent sales representative, or if the written contract does not provide for when a commission becomes due, or if the written contract is ambiguous or unclear as to when a commission becomes due, a commission becomes due according to the past practice used by the principal and the independent sales representative.

134.93(2)(c)  If it cannot be determined under 134.93(2)(a) or 134.93(2)(b) when a commission becomes due, a commission becomes due according to the custom and usage prevalent in this state for the particular industry of the principal and independent sales representative.

134.93(3) Notice of termination or change in contract.  Unless otherwise provided in a written contract between a principal and an independent sales representative, a principal shall provide an independent sales representative with at least 90 days’ prior written notice of any termination, cancellation, nonrenewal or substantial change in the competitive circumstances of the contract between the principal and the independent sales representative.

134.93(4) Commissions due; payment on termination of contract.  A principal shall pay an independent sales representative all commissions that are due to the independent sales representative at the time of termination, cancellation or nonrenewal of the contract between the principal and the independent sales representative as required under 134.93(2) sub. (2).

134.93(5) Civil liability.  Any principal that violates 134.93(2) by failing to pay a commission due to an independent sales representative as required under 134.93(2) sub. (2) is liable to the independent sales representative for the amount of the commission due and for exemplary damages of not more than 200% of the amount of the commissions due.  In addition, the principal shall pay to the independent sales representative, notwithstanding the limitations specified in s. 799.25 or 814.04, all actual costs, including reasonable actual attorney fees, incurred by the independent sales representative in bringing an action, obtaining a judgment and collecting on a judgment under this subsection.

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