Definitions.

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  • (1) "Business relationship" means an agreement that governs the relationship of principal and sales representative.
  • (2) "Commission" means:
    • (a) compensation:
      • (i) that accrues to a sales representative;
      • (ii) for payment by a principal; and
      • (iii) at a rate expressed as a percentage of the dollar amount of sales, orders, or profits; or
    • (b) any other method of compensation agreed to between a sales representative and a principal including:
      • (i) fees for services; and
      • (ii) a retainer.
  • (3)
    • (a) "Direct sales company" means a person that:
      • (i) sells, distributes, or supplies for consideration a good or service through participants:
        • (A) at different levels of distribution; or
        • (B) in accordance with a formula for compensating participants in whole or in part based on:
          • (I) the sale of a good or service; and
          • (II) the recruitment of or the performance or action of another participant; and
      • (ii)
        • (A) permits participants to recruit other participants to sell, distribute, or supply for consideration the person's good or service; or
        • (B) provides for commission, cross-commissions, override commissions, bonuses, refunds, dividends, or other consideration that is or may be paid as a result of:
          • (I) the sale of a good or service; or
          • (II) the recruitment of or the performance or action of another participant.
    • (b) As used in this Subsection (3), "participant" means an independent agent, contractor, or distributor.
  • (4) "Principal" means a person who:
    • (a) engages in any of the following activities with regard to a product or service:
      • (i) manufactures;
      • (ii) produces;
      • (iii) imports;
      • (iv) sells; or
      • (v) distributes;
    • (b) establishes a business relationship with a sales representative to solicit orders for a product or a service described in Subsection (4)(a); and
    • (c) agrees to compensate a sales representative, in whole or in part, by commission.
  • (5)
    • (a) Except as provided in Subsection (5)(b), "sales representative" means a person who enters into a business relationship with a principal:
      • (i) to solicit orders for a product or a service described in Subsection (4)(a); and
      • (ii) under which the person is compensated, in whole or in part, by commission.
    • (b) "Sales representative" does not include:
      • (i) an employee of a principal;
      • (ii) a person licensed under Title 31A, Insurance Code;
      • (iii) a person licensed under Title 41, Chapter 3, Part 2, Licensing;
      • (iv) a person licensed under Title 61, Chapter 2f, Real Estate Licensing and Practices Act;
      • (v) a person who provides a product or service under a business relationship with a principal that is incident to the purchase or sale of real property;
      • (vi) a person who places an order or purchases a product or service for that person's own account for resale; or
      • (vii) an independent agent, contractor, or distributor through whom a direct sales company supplies for consideration a good or service.
  • (6) "Terminates" or "termination" means the end of a business relationship between a sales representative and a principal, whether by:
    • (a) agreement;
    • (b) expiration of a time period; or
    • (c) exercise of a right of termination by either the principal or the sales representative.




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