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Dimitry K., Esq.
Dimitry K., Esq., Attorney
Category: Business Law
Satisfied Customers: 41220
Experience:  Run my own successful business/contract law practice.
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My company resells wirleless products and services to businesss

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My company resells wirleless products and services to business's in the United States. We have a sub agent contract with another company that has master resell agreemet with a large publicly traded US wireless carrier. Our agreement with the master agent is a simple agreement that does little more than list out the agreed upon commison structure and limits what is and isn't commisonable. This has been sufficient until now.

We have sold a large account that has been purchasing a substantial number of lines on a monthly basis which amounts to over 100k in commisons per month. They have agreed to purchase 80 lines per month provided we secure certain pricing. We have secured the pricing but we want to have the customer sign a unit commitment in exchange for the pricing. Here is the delima. We must have our cusotmer sign the unit comitment with the Master Agent and not us the sub agent. This is better than having no agreement at all because the providers employees could come in at any time with out an agreement and take our account. However, we want to protect the account as our account through an agreement between our company and the Master Agent. It looks like a Non -interference clause may work but I am not sure.

Based on the above scenario would a simple non interference agreement be sufficient to protect ourselves? Where could we get a sample agreement to take a look at if that is the case?
Thank you for your question.

I am not sure a non interference agreement would be sufficient. Essentially once the other party signs with the Master Agent, that client is theirs and not yours. You might have to create a custom agreement that essentially states that parties are aware that while the client is signed with M.A., the servicing agent and the party entitled to commissions would be Sub Agent (you). It would be wise to sign that first, before the client signs formally with the M.A. since after that point they have no need or motivation to create such an agreement with you. That means in your agreement you should probably have language stating that "so long as Client signs with M.A, both parties hereby agree that S.A is the party under the agreement, with all M.A. rights, powers, and responsibilities formally assigned to S.A for the purpose of this transaction". That is very rough draft but something you can probably work around and create, based on your background and education.

Please let me know if you have further questions. Good luck!
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