Agents, Reps & Resellers

Word document, 89KB

[10 clauses]

This Agency Agreement 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 Agency Agreement 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 agency agreement is for international use and it is generally compatible with EU legislation.

This agency agreement is written from the agent's point of view. If you are a principal / manufacturer, see document A101.

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Word document, 105KB

[11 clauses]

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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Word document, 86KB

[13 clauses]

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.

This seven page document contains 13 clauses covering

• definitions
• representation
• commencement and duration
• duties of the representative
• duties of the company
• representative’s fees and expenses
• relationship of parties
• confidentiality
• force majeure
• termination
• communication and notices
• governing law and resolution of disputes
• a general clause detailing assignment and subcontracting, the scope of the agreement, waiver and severability

You need this contract if you are a company looking to appoint an individual or company to represent you outside the United Kingdom in dealing with foreign manufacturers or suppliers.

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Word document, 120KB

[14 clauses]

This Agreement is designed for use by the manufacturer or supplier of a product who wishes to appoint an agent to sell it in a particular area.

The product could be almost any product - from gym equipment to stationery.

This nine page document contains 14 clauses covering

• definitions
• appointment
• account for the commission
• principal’s obligations, including support, exclusivity, indemnity, quality, supply and payment
• agent’s obligations, including completion, sales, promotion, loyalty, compliance, enquiries, intellectual property, secrecy, reporting, records and inspections thereof, agency, indemnity, credit, profit, warranties and compliance
• termination
• consequences of termination
• title
• severance
• principal’s assignment rights
• change of address
• partnership
• VAT
• jurisdiction

You need this document if you are a manufacturer or supplier wanting to formalize the appointment of an agent to sell your product in a particular area.

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Word document, 72KB

[21 clauses]

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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Word document, 62KB

[8 clauses]

A Commission 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 commission 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 commission 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 commission agreement contract has a fixed but renewable duration and is subject to confidentiality, with an arbitration clause in the event of disputes.

You need this commission agreement if you want to appoint a consultant on fixed amounts and payment terms for commission.

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Word document, 88KB

For use where a manufacturer appoints an exclusive distributor for the sale of its products in a defined overseas territory.

This seven page contract contains 9 main clauses covering

• 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 our document A117.

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Word document, 97KB

[9 clauses]

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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Word document, 54KB

[6 clauses]

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). The agreement details:

• definitions
• assignment
• binding terms and conditions
• outstanding orders
• confidentiality
• governing law

You need this document if you are a distributor wanting to assign your distributorship agreement to another distributor or reseller.

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Word document, 137KB

[17 clauses]

This contract template is 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.

This fifteen page document contains 17 clauses covering

• appointment of distributor (with reference to territory and manufacturer’s reserved rights)
• general duties of the parties, with detailed clauses about both manufacturer and distributor
• terms and conditions of sale (including product orders, shipment, pricing, terms of payment, security for payment and retention of title)
• limited warranty (including terms of warranty, changes to warranty, exclusions from warranty, remedies for breach of warranty, exclusion of additional warranties and warranty survival)
• use of intellectual property (rights, infringement and survival)
• use of third parties
• record-keeping
• confidential information
• non-competition
• relationship of parties
• licences and compliance
• insurance
• indemnification
• term and termination
• dispute resolution
• a general clause detailing force majeure, notices, governing language, headings, assignment, severability and counterparts
• the scope of the agreement

The agreement is designed for use in particular when U.S. law applies but its terms can be applicable elsewhere.

You need this document if you are a manufacturer looking for a comprehensive contract to appoint a distributor in a defined territory.

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Word document, 131KB

[17 clauses]

This legal template is 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.

This thirteen page contract contains 17 clauses covering

• appointment of representative
• general duties of the parties
• terms and conditions of solicitations of sales (including reservation of rights, notification to customers and returns)
• compensation
• use of intellectual property
• use of third parties
• recordkeeping
• confidential information (including breach and remedies)
• non-competition
• relationship of parties
• licences and compliance
• insurance
• indemnification
• term and termination
• dispute resolution
• a general clause detailing force majeure, notices, governing language, headings, assignment, severability and counterparts
• the scope of the agreement

This agreement is designed for use in any state of the USA and it can also be used in an international context.

You need this document if you are a manufacturer looking to appoint a sales representative to sell your products, and want to formalize the relationship between you and protect your interests.

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Word document, 68KB

[15 clauses]

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. 

This contract contains 15 clauses covering

• introductions
• your role
• commission
• payment
• commencement & duration
• confidentiality
• good faith
• third party enquiries
• independence & authority
• assignment & subcontracting
• termination
• indemnity
• no warranty
• notices
• resolution of disputes

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 presented in the form of a user-friendly letter. 

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Word document, 62KB

[12 clauses]

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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Word document, 87KB

[12 clauses]

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
• 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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Word document, 47KB

It is usual for parties to have a contract to determine whether they will permit each other to assign their respective rights or transfer their respective obligations to third parties; in the absence of any specific provision in the contract, the usual rule is that whilst it may be permissible for a party to assign its rights under a contract, it is not permissible for that party to transfer its obligations under a contract to a third party without the consent of the other members of the agreement.

This free guidance document gives information on this process and is useful to contractors in the construction industry.

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Word document, 61KB

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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