Agency Agreement Template (Favouring the Principal) (A101)

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Who can use this Agency Agreement?

Any manufacturer or supplier of goods or services can use this agency agreement.

What is this Agency Agreement for?

The agreement sets out the terms on which the “principal” appoints the agent to find buyers for its goods and services on an exclusive basis in a defined territory.  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.

What are the main issues?

Scope of agreement: it will identify the goods or services that the agent will sell and the area in which the agent operates – the territory.

The duties of the agent: these may include producing marketing literature, arranging submissions and providing after sales services as well as the basic task of finding buyers.

Commission arrangements: not just the percentage but also frequency of calculation and payment. There may be special arrangements for sales made outside the territory where the agent was involved in procuring the sale.

Targets: it is useful to fix an annual target for the agent against which you can measure performance.  This can also be useful when dealing with a compensation claim if you decide to dismiss an agent the poor performance.

Duration & Termination: establishing a successful agency is not necessarily a short-term activity and you need an agreement that is long enough to enable the agent to get properly established and bringing decent returns. As for bringing it to an end, beware: you may have to pay compensation even if the agent is not performing well. The rules vary in different countries, so be sure to check.

What detailed terms does the Agency Agreement contain?

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 our template A102.

If you are working in China you may also want to consider the Chinese translation of this template, C101.

Our contracts are accompanied by detailed Explanatory Notes with useful information as well as dealing with individual clauses in the document you download.

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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.  This one was written by the co-author of Exporting Made Easy.  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.

 

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

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