Legal documents for business

Agents, Representatives and Distributor Agreements

An agent is a company or individual who represents another company (the 'principal') and who usually receives commission on sales that the agent arranges. An agent for a manufacturer, for example, will find customers for the manufacturer's goods, the manufacturer will sell directly to the customer and the agent will be paid a commission by the manufacturer.

Sometimes a company will enter into an agreement with a "representative" whose role may be that of an agent or it may be confined to a particular task – e.g. informing the company of opportunities for tendering in a particular country. In this situation, a representation agreement may be required.

A distributor, on the other hand, is someone who buys goods from a manufacturer or supplier and then sells the goods on to its customers, either retailers or end-users. For this situation, a distributor agreement, would be required.

Agents, Distributors and Representatives are often appointed for defined territories and they may be exclusive (for example, where an exclusive distributor is appointed for a territory), or non-exclusive (i.e., where more than one agent, distributor or representative works within one territory). Our agreements are all reasonably balanced between the company or 'principal' on the one hand and the agent, or distributor, on the other but, as you will see from the list, we have legal documents designed for use by the agent or distributor as well as for the principal.

A102	Agency Agreement Template (favouring the Agent)	£48.00 + VAT
This Agent's Appointment is suitable for a company that wishes to act as agent for a manufacturer or supplier on an exclusive basis in a defined territory. This is a ten-page document with 10 main clauses covering definitions of key terms duration terms of appointment agent's general obligations orders and sales principal's general obligations intellectual property termination non-competition a general clause detailing assignment, subcontracting, notices, language, dispute resolution and governing law. This document is for international use and it is generally compatible with EU legislation. This agreement is written from the agent's point of view. If you are a principal / manufacturer, see document A101.
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A101	Agency Agreement Template (favouring the principal)	£49.00 + VAT
This agency agreement is suitable for a principal, manufacturer or supplier, who wishes to appoint an agent on an exclusive basis in a defined territory for the sale of those goods. This is a detailed agent's appointment with 11 main clauses covering definitions of key terms appointment of an agent duration minimum sales targets principal's right to make direct sales in certain circumstances general obligations of agent and principal procedures for ordering products intellectual property termination confidentiality non-competition a general clause detailing indemnity, assignment, subcontracting, waiver, severability, language, resolution of disputes and governing law.  This appointment of an agent is designed to be compatible with EU law and has recently been updated. This version is written from the point of view of the manufacturer or supplier - the principal.  For a bias in favour of the agent please see template A102. If you are working in China you may also want to consider the Chinese translation of this template, C101.
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A218	Agent Appointment Retail Sales	£37.00 + VAT
This Agency Agreement is designed for use by the manufacturer or supplier of a product who wishes to appoint a sole agent to sell the product in a particular area on a commission basis.  The product may be perhaps some office or gym equipment or stationery.  This straightforward agreement contains 14 main clauses including clauses designed to protect the supplier's intellectual property rights.   (For cross-border or international agency agreements see our documents A101 and A102.)
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A190	Appointment of Buyer's Representative	£40.00 + VAT
This agreement is designed for use by a company which is based in one country and is buying goods from another and wishes to appoint either an individual or a company to represent it in its dealings with the foreign manufacturers or suppliers. There are 13 clauses covering such matters as the duties of the representative, duties of the company, fee arrangements, force majeure, confidentiality, governing law, etc.
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A153	Appointment of Sales Consultant	£37.00 + VAT
This agreement appointing a sales consultant is suitable for use by a company that wishes to appoint an individual to provide services as a self-employed consultant promoting the products sold by the Company in return for agreed fees and expenses (and, perhaps, commission on sales). The sales consultant agreement is prepared in the form of a letter to be issued on the company's notepaper and countersigned by the consultant. This five page letter contains 21 clauses covering • services and territory • commencement and duration • working time • office facilities (as applicable) • consultation and change to services • fees and expenses • invoices • obligations of consultant • independence and authority • company obligations • taxation • confidentiality • intellectual property • assignment and subcontracting • termination • restrictions after termination • indemnity • notices • language • resolution of disputes • governing law A schedule is appended, detailing products to be covered by the agreement, services to be provided by the consultant, territory and fees, commission and expenses. The Consultant is not an agent and has no authority to make sales on the Company's behalf. You need this letter if you want to appoint a self-employed sales consultant in return for fees, commission or expenses, and formally set out the terms of your agreement.
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A228	Assignment of Distributorship Agreement	£19.50 + VAT
A short agreement in 6 clauses for the transfer or assignment of the rights and obligations in a distributor agreement from one distributor to another, with the consent of the principal (manufacturer or supplier).
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Z163	Commercial Agents in the EU - legal aspects	£0.00 + VAT
Summary note on the main requirements of the EU Regulations concerning the appointment of a Commercial Agent, as adopted by the UK Government.
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A132	Commission Agreement	£38.00 + VAT
An agreement between a company and a "consultant" where the company, which is likely to be a manufacturer or distributor, pays the consultant a commission on business introduced by the consultant. This agreement contains 8 clauses covering • appointment • duties of consultant • commission • duration • agency • confidentiality • law and disputes • a general clause addressing notices, language and the scope of the agreement This is a general purpose agreement for use by an individual or company who, in return for a commission, introduces business to a third party. This is not a formal agency agreement but is more suited to a 'one-off' arrangement between someone who has good contacts in a particular area and a company wishing to sell into that area. The contract has a fixed but renewable duration and is subject to confidentiality, with an arbitration clause in the event of disputes. You need this document if you want to appoint a consultant on fixed amounts and payment terms for commission.
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A118	Distributorship Agreement (favouring the Distributor)	£48.00 + VAT
For use where a manufacturer appoints an exclusive distributor for the sale of its products in a defined overseas territory. 7 pages containing 9 main clauses dealing with: the distributor's appointment procedure for ordering products price and payment obligations of distributor intellectual property and patents confidentiality termination In this contract, the distributor buys the products on its own account and then re-sells them - unlike an agent who sells on the principal's behalf. For an agreement favouring the Principal, see Document No. A117.
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A117	Distributorship Agreement (favouring the Principal)	£48.00 + VAT
This Distributorship Agreement (or Reseller Agreement) is for use where a manufacturer or supplier appoints an exclusive distributor for the sale of its products in a defined overseas territory. It contains 7 pages with 9 main clauses including: the distributor's appointment procedure for ordering products price and payment obligations of distributor intellectual property and patents confidentiality termination In this contract template, the distributor buys on their own account for re-sale - unlike an agent who sells on the principal's behalf. This document favours the Principal (the manufacturer). For an agreement favouring the distributor, see our document A118)
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Z150	Drafting Agency Agreements in the Middle East - Free Document	£0.00 + VAT
Drafting Agency Agreements in the Middle East
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US101	Exclusive Distributor Agreement	£50.00 + VAT
A comprehensive Exclusive Distributor Agreement for use between a manufacturer and a corporation or individual who is appointed as exclusive distributor for the sale of Manufacturer’s products in a defined territory. The 14 page agreement is designed for use in particular when U.S. law applies but its terms can be applicable elsewhere. The agreement, which is suitable for international or domestic use, contains 17 articles dealing with the duties of the parties, terms of sale of products, warranties, intellectual property rights, confidentiality, non-competition, indemnity, termination etc. The agreement comes with detailed explanatory notes which can be viewed below.
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US102	Exclusive Sales Representative Agreement	£50.00 + VAT
A comprehensive agreement for use between a manufacturer and a corporation or individual who is appointed as exclusive sales representative for the sale of a Manufacturer’s products in a defined territory. The 12 page agreement is designed for use in any state of the USA and it can also be used in an international context. The agreement contains 17 clauses dealing with the duties of the parties, terms of solicitation of sales, compensation, intellectual property rights, confidentiality, non-competition, indemnification, termination etc.
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A222	Franchise Agreement	£47.50 + VAT
This Franchise Agreement is designed for use by the owner of a business who wishes to expand by appointing a franchisee to carry on their own business using the name, assets and so on belonging to the franchisor. The franchise agreement is suitable as a template for a wide range of businesses – from a type of restaurant to a particular service to the public, such as valeting cars.  There are 19 main clauses over 14 pages with two schedules setting out the detailed obligations of the franchisee and franchisor.
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A213	Introduction & Commission Agreement	£39.00 + VAT
This commission agreement is designed for use where one business agrees to introduce another business to its customers or clients in return for a commission fee.  There are 15 paragraphs that cover the basis for introductions, commission and payment terms, confidentiality, good faith, termination and other provisions. This commission contract is suitable for a range of businesses – from  a wedding planner who introduces a florist to her clients to a carpenter who introduces a decorator to his clients - and vice versa in each case! The agreement is prepared in user friendly way, in the form of a letter.
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A115	Representation Agreement (Tendering Contract)	£37.00 + VAT
Suitable where a company in one territory appoints a representative in another territory for the purpose of obtaining and forwarding tender invitations in return for a fee, with provisions for joint tendering. Here the representative's activities are concentrated on providing the client with tender information and if matters work out, the representative might become the local agent or even partner of the client. This six page document contains 12 main clauses covering • representation • commencement and duration • duties of representative • representative’s fees and expenses • tenders • local participation • relationship of parties • confidentiality • assignment and subcontracting • termination • communication and notices • governing law and resolution of disputes You need this contract if you want to appoint a representative in another country to obtain and forward tender invitations, and want clarity about the duties the representative will undertake.
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A114	Representation Agreement Template	£44.00 + VAT
This representation agreement template is suitable for use where a manufacturer or supplier in one country appoints a company in another country to act as its sales agent. Instead of receiving commission, a cost sharing and profit sharing arrangement gives the sales agent a percentage of the profits generated from sales each year. This eight page agreement includes 12 main clauses covering • definitions • appointment of representative • commencement and duration • duties of representative • sales of products • financial arrangements • duties of principal • intellectual property rights • termination • non-competition • assignment • a miscellaneous clause addressing notices, the scope of the agreement, waiver, and governing law and disputes. You need this template agreement if there is already a pattern of dealing between principal and agent, and the parties want to develop that role into a profit-sharing arrangement.
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A215	Telesales Agreement	£29.00 + VAT
A short telephone sales agreement in letter form setting out the terms upon which a company is to retain the services of a telesales representative acting as an independent contractor. The contract sets out the duties and commission arrangements of the representative and other terms, including duration and confidentiality.
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