Agency Agreement Template (Favouring the Agent) (A102)

What is this agent agreement template for?

This agent agreement is suitable for a company (or individual) that wishes to act as sales agent for a manufacturer or supplier.

The terms of the agreement are fairly balanced, but they are biased in favour of the agent to some extent.  If you are a supplier/manufacturer,  you can use our document A101

Where the manufacturer/supplier (or “principal”) and the agent are in different countries, you should have the wording checked by a lawyer in the other country even if you want to have the agreement governed by the law of your country.

By the way, don’t confuse an agency agreement with a distributor agreement: an agent finds customers for their principal who then supplies the customer direct. The distributor, by contrast, buys the principal’s goods and then resells them in the agreed territory.  For a distributor agreement favouring the distributor, see our document A118

What are the main issues for an agent when preparing an agreement with a supplier?

Scope of agreement. If the supplier produces a range of different products, you want to be able to sell all of them or only a limited amount? Also, what is the scope of your territory as agent?  Be careful not to take on too big a product line or territory  unless/until you have the team and/or infrastructure in place in order to service it.

Exclusivity. Is the agreement to be exclusive with regard to certain products and/or territory or non-exclusive? In either case, what happens if you make a sale outside the agreed territory? You need to be sure to get commission.

Commission. Both the amount of the commission and the payment terms need to be agreed – hopefully with payment of commission on a monthly or at most a quarterly basis. This should be based, ideally, on sales rather than on payments received by the principal. Apart from commission, do you get any expenses reimbursed , for example in travelling to a new territory to research the market for your supplier?

Sales targets. It is common for a supplier/manufacturer to have sales targets in the agreement. As an agent, you should be fairly conservative, at least in the initial period, so that you are confident of achieving the agreed target.

Supplier support. This can take various forms – the agreement should specify what support you need in terms of brochures, literature, training etc.  Also, occasional visits from the supplier can be useful in generating sales.

Duration and Termination.   Since it takes time for an agent to build up sales, you need a reasonably long contract period. And if your principal wants to terminate, he should only be allowed to do so after an initial period of, say, one year and then only on reasonable notice of, say, three months.

What detailed terms does the agency agreement template contain?

This Agency Agreement is an 8 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.

For more information on each of these sections, see our detailed Explanatory Notes which you will  receive when you download the document from our website.

If you have any questions about a contract and/or want to see these Notes before you buy, please let us know by using our contact form

For information on signing documents see our Contract Signing page

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

When I download the document, can I change it and/or use it more than once?

Yes, all ContractStore’s templates are in MS Word and you can use the contract on more than one project. For more information, watch the video on this page of our website or see our FAQs

Legal support

ContractStore supplies templates and is not a law firm.  But all our templates are written by experienced lawyers, in this case by one of the authors of Exporting Made Easy .  So, we can arrange legal assistance for customers who need special terms in one of our documents or a bespoke template. . For more information see our Legal Services page.

And if you want to contact us see our Contacts page.

Contract Author – Giles Dixon is a solicitor, with several years’ experience of drafting cross-border agency and distributor agreements, and he is co-author of Exporting Made Easy, a straightforward guide for exporters.