California Sales Representative or Distributor Agreement - $1,500 Flat Fee

A foreign company hiring a California sales representative or distributor can have one California-focused agreement drafted or reviewed for a $1,500 flat fee. The work covers the agreement's commission structure, territory, payment terms, termination provisions and California-specific sales-representative requirements, including Civil Code sections 1738.10 to 1738.17 where they apply. It also flags independent-contractor classification issues, without replacing a separate classification opinion for the relationship.

Scope	Fixed fee
Complex Draft / Review: one sales-representative or distributor agreement, drafted from your term sheet or reviewed and redlined, up to three revision rounds by email	$1,500
Coordinated Two-Document Bundle: the representative agreement plus a second agreement ordered together (a distributor agreement, an NDA or a referral agreement)	$2,500
Written Attorney Consultation: a written answer on structure, commission rules or classification before you commit credited in full toward any package of $1,500 or more within 30 days	$300

The fee is fixed and agreed in writing before work begins. Overflow beyond the agreed scope (several agreements, an extended negotiation with the other side) is quoted in writing before it starts, never billed by surprise.

Get a written fixed-fee quote

Written fixed-fee quote, usually within two business hours. No call required: send the facts and documents; the engagement, work, and delivery are handled in writing.

Who this is for

A manufacturer, software company or exporter outside the United States appointing a commission-based sales representative or agent in California.
A U.S. company in another state appointing a California representative, or a California company appointing representatives elsewhere under a California-law contract.
A company appointing a California distributor that buys and resells, with territory, minimums and termination terms to settle.
The representative or distributor on the receiving end of an agreement the principal sent, who wants it reviewed before signing.

What the $1,500 agreement covers

The commission terms California requires in writing. When a manufacturer, jobber or distributor uses a non-employee sales representative to solicit wholesale orders at least partly in California and pays by commission, Civil Code section 1738.13 requires a written contract that states how commissions are computed and when they are paid, the territory, and any exceptions and chargebacks, with a signed copy delivered to the representative and a signed receipt kept. Willful failure to pay commissions as agreed exposes the principal to treble damages and attorney's fees under sections 1738.15 and 1738.16, and contract terms that purport to waive the statute are void, so a foreign governing-law clause does not remove it.
Commission mechanics after termination. Orders in the pipeline, house accounts, split territories, returns and chargebacks, the final accounting and the payment date, drafted so that the end of the relationship does not become the dispute.
Territory, exclusivity, pricing authority and authority limits. What the representative may and may not promise on your behalf, which is also where the agency exposure of a foreign principal is controlled.
The independent-contractor structure, stated consistently. The agreement sets out the contractor relationship, the representative's control over method, place and hours, and the absence of exclusivity where that is the deal. I flag the operational facts that cut against contractor status under California's ABC test (Labor Code section 2775 and the exemptions that follow it), and tell you when a separate classification opinion is warranted. The opinion itself is a separate engagement.
Non-competes and non-solicits. Business and Professions Code section 16600 voids most restraints on a person's trade or business in California, including post-termination non-competes imposed on independent representatives, so the agreement protects you through confidentiality, customer-list ownership, non-disparagement and commission mechanics rather than a restraint that will not hold.
Governing law, forum and the practical terms a foreign principal needs: currency and payment method, taxes and withholding allocation, intellectual-property and trademark use, product warranty pass-through, insurance, notices, assignment and termination for cause and convenience.
For a distributor agreement: appointment and territory, purchase terms, title and risk of loss, minimum purchase commitments, pricing and resale autonomy, inventory buy-back at termination, trademark and marketing use, warranty and recall handling, and export-control and sanctions screening representations.

Representative agreement or distributor agreement? A representative solicits orders in your name for a commission; you ship and invoice the customer, and Civil Code sections 1738.10 to 1738.17 apply to a commission-based wholesale representative. A distributor buys from you and resells on its own account; the commission statute does not apply, but termination, inventory, exclusivity and pricing terms matter more. Hybrid arrangements exist; the engagement covers one agreement, and tells you which one you actually have.

What I need from you

Your term sheet or the draft you have: commission rate and base, payment timing, territory, exclusivity, term and termination.
What the representative will actually do day to day, who else they sell for, and who controls pricing, hours and method.
Your home-country form contract, if you have one; I use it as the base where it is usable and add the California-mandatory terms.
Products or services, pricing, warranties, and whether any customer contracts, trademarks or regulated products are involved.

Jurisdiction, stated plainly

I am admitted in California and Washington. The agreement is drafted under California law for the California relationship; where your home-country law or another state's law must also be addressed, the review is expressly qualified and I say what needs local counsel.

Not included

A standalone worker-classification opinion or audit; registering or qualifying your company to do business in California; sales and use tax, nexus and withholding advice; immigration.
Employment agreements for an employee salesperson (Labor Code section 2751 commission agreements are a different document, quoted separately).
Negotiating with the other side beyond the included revision rounds, litigation and arbitration.

How the engagement runs

You send the facts and documents through the quote form (or ask the AI Legal Analyst on this page). I reply in writing, usually within two business hours, with the scope, the fixed fee and an engagement letter you sign electronically; a fee over $1,000 is payable only after you sign. Standard delivery is two business days after the engagement is effective and I have the complete materials. I prepare the work using AI-assisted tools, review it before delivery, and remain responsible for its content. Everything is delivered by email in an organized folder; no calls are required.

Frequently asked questions

Can a foreign company use this service for a California sales representative or distributor agreement?

Yes. That is the typical client: a company outside the United States, or outside California, appointing a California representative or distributor. The agreement is drafted under California law for the California relationship, written in plain English, and delivered by email; no U.S. entity is needed to sign a sales-representative agreement, although doing business in California can raise registration and tax questions that are scoped separately.

Does the $1,500 fee include independent-contractor classification issues?

It includes contract-level issue spotting: the agreement states the contractor structure consistently and I flag the operational facts (control over hours and method, exclusivity, integration into your business) that cut against contractor status under California's ABC test. It does not include a standalone classification opinion or audit of the relationship; if the facts call for one, I say so and quote it separately.

When do California Civil Code sections 1738.10 to 1738.17 apply to commissions?

When a manufacturer, jobber or distributor uses a sales representative who is not an employee to solicit wholesale orders at least partly within California and pays by commission. The statute requires a written contract stating how commissions are computed and when they are paid, the territory and any exceptions, with a signed copy delivered and a receipt kept; willful non-payment exposes the principal to treble damages and attorney's fees, and waivers of the statute are void. It does not apply to a distributor that buys and resells, or to retail-level sales.

Can I use my own home-country contract as the base?

Yes. Send it with your term sheet. Where it is usable I keep its structure and add the California-mandatory commission terms, the contractor structure, the section 16600 limits on restraints, and the governing-law, payment and termination terms a California relationship needs. Where it is structurally wrong for a commission representative, I tell you and draft fresh within the same fee.

How fast is delivery, and what do revisions look like?

Standard delivery is two business days after the engagement is effective and I have your term sheet and draft. Up to three revision rounds by email are included; you send consolidated comments, and I turn the revised agreement around in writing.

Sergei Tokmakov, Esq. · California Bar #279869 · Washington State Bar #65720 · licensed since 2011. This page describes my services. It is not legal advice and does not create an attorney-client relationship; an engagement starts with a signed engagement letter.