AGENCY

AGREEMENT
AAAgency DMCC
[insert name of agent]

Date

2015

Parties

Name
Short form name
Address

AAAgency DMCC
Company
[insert address]

Name
Short form name
Address

[insert name of agent]

Agent
[insert address]

Background
A. AAAgency is engaged in the business of designing and developing websites.
B. AAAgency wish to appoint Agent as sales representative/networker/marketer in relation to the
business of AAAgency on a commission basis.

1
Agency Agreement

Agreed Terms
1. DEFINITIONS AND INTERPRETATIONS
1.1 Definitions
Agree Price means the fee or payment to be paid by a Client to the Company for undertaking
and for the provision of the Services.
Contract means a contract entered into by and between the Company and a Client for the
provision of the Services.
Client means any person who engages Company for undertaking the Services.
Force Majeure Event means an event that constitutes an event that is beyond the control of the
either party that causes or results in preventing or delaying a party from performing any of its
obligations under this Agreement and which could not or the effects of that event could not, have
been prevented, overcome or remedied by the timely exercise by the party of a standard of care
and diligence consistent with that of a reasonable person under the circumstances and which
could not, or the effects of that event could not, have been prevented, overcome or remedied by
the timely exercise by the party of a standard of care and diligence consistent with that of a
reasonable person under the circumstances.
Loss includes any loss, damage, liability, cost or expense (including any legal cost and expense
however it arises and whether it is present or future, fixed or unascertained, actual or contingent
but including any consequential or indirect loss, economic loss or loss of profits.
Services means the designing and developing a website and other related activities provided by
Company.
Territory means anywhere in [insert location/country].
Terms means the term of this Agreement determined in accordance with clause 2.4 of this
Agreement.
2. APPOINTMENT AND AUTHORITY OF AGENT
2.1 Appointment
(a) Company appoints Agent and the Agent accepts the appointment as agent of Company to be
responsible for the sale, digital marketing and/or promotion of the Services of Company to the
Clients in the Territory for the Term, on the terms and conditions of this Agreement.
(b) the Agent shall be entitled, if necessary, to a training sessions for sales, digital marketing and
market knowledge by a member of Company.
(c) Agent shall not be allowed, without prior consent from Company to engage any similar activity
under this Agreement with another person, company, entity or partnership to promote/market
a product and/or service that is in competition with the Services of the Company.
2.2 Agent has no Authority to Contract
Unless otherwise permitted under this Agreement, Agent must not enter into contracts on behalf of
the Company. of Sale either as agent for the Company or in its own name.
2.3 Limitation of Liability

2
Agency Agreement

Agent is not liable to the Company for any Loss that the Company may suffer, incur or sustain
arising out of the activities of Agent in carrying out or complying with its functions or obligations
under this Agreement, except to the extent that such Loss is caused or contributed to by Agent's
willful misconduct, fraud or negligence.
2.4 Term and Termination
The appointment of the Agent takes effect on the later date on which both parties sign this
Agreement and shall continue to have force and effect for one (1) year, unless earlier terminated
by either or both parties by giving notice to the other 30 days prior to the termination date.
2.5 Force Majeure Event
A party (Affected Party) shall not be considered to have breached or be considered to be in
default or delay to carry out any of its obligations imposed in this Agreement if the same is caused
by a Force Majeure Event or on occasion thereof.
If the Affected Party becomes unable wholly or in part by reason of a Force Majeure Event to
carry out any of its obligations arising under or by virtue of this Agreement:
(a) the Affected Party must give to the other parties prompt written notice of the Force Majeure
Event with reasonably full particulars of it and, in so far as it is known, the probable extent to
which it will be unable to comply with or be delayed in complying with such obligation.
(b) Such obligation so far as it is affected by the Force Majeure Event will be suspended during
but no longer than the continuance of the Force Majeure Event; and
(c) The Affected Party must use all possible diligence to overcome or remove the Force Majeure
Event as quickly as possible in a commercially reasonable manner but in doing so, will not be
obligated to settle any labor dispute or litigation except on terms acceptable to the Affected
Party with all such disputes and litigation handled with the sole discretion of the Affected
Party.
3. DUTIES OF AGENT
3.1 Agent to Manage and Conduct the Marketing Activities
Agent must manage and conduct all its activities as agent of Company and, without limiting the
generality of the foregoing, Agent must provide the following services:
i
ii
i
ii
iii
iv

refer Client or potential Client to the Company

making presentations to Client and potential Client;
promptly informing Company of enquiries from potential Client for consideration;
liaison on behalf of Company with Client or potential Client;
discussing and negotiating with and on behalf of Company the terms of Contracts in goodfaith and on an arms-length basis with Client;
use its reasonable endeavors to promote and market the Services of the Services to all
potential Client and work diligently to obtain orders by means of personal visits,
correspondence, and distribution of printed matter.

4. COMMISSION ARRANGEMENTS
4.1 Commission
(a) If a Contract is entered into between the Company and a Client by reason of the efforts (e.g.
setting up a meeting or introducing a Client) of the Agent in performing his duties under this
Agreement, the Agent shall be entitled to ten percent (10%) commission fee on the total value
of the Agreed Price.

3
Agency Agreement

(b) If a contact details of a Client were shared with the Company by the Agent without introducing
and/or setting up a meeting but the Company and Client entered into Contract for the
provision of the Services through the effort of the Company, the Agent shall be entitled to five
percent (5%) commission fee on the total value of the Agreed Price.
4.2 Costs and expenses
(a) The commission includes all costs and expenses incurred by Agent in connection with
performing its obligations under this Agreement and is the only amount payable by the
Company to the Agent on account of and in consideration of the discharge by Agent of its
obligations under this Agreement.
(b) Agent is responsible for and will pay any costs and expenses it incurs in connection with
performing its obligations under this Agreement, including travel, accommodation and
administrative expenses, and no payment will be sought from or made Company with such
costs and expenses.
4.3 Payment
(a) Company must send to Agent a copy of any invoice sent to a Client under any Contract of
Sale at the same time the invoice is sent to the Client in question.
(b) Following the receipt of invoice under clause 4.3 (a), Agent must provide to the Company an
invoice for the commission payable with sufficient detail to enable the Company to verify the
Contract to which it relates and the calculation of the commission.
(c) Company shall pay such invoice to Agent by electronic funds transfer into a nominated bank
account of Agent within seven (7) business days after receipt by Company in United Arab
Emirates Dirham (AED) or in the currency that is a legal tender in United Arab Emirates as
may be agreed by the parties.
5. Confidentiality
5.1 Confidential Information
In this Agreement:
Confidential Information means:
i
ii
iii
iv

all commercial, financial, legal and technical and other advice, correspondence, material,
memoranda, opinions, know-how and information concerning the business or affairs of
the Discloser or its Related entities;
the existence and contents of any meetings, discussions, negotiations or agreements
between the parties and their respective advisers in relation to sale of Products;
the existence and contents of this Agreement; and
Disclosers intellectual property in any form.

Discloser means a party to this Agreement that discloses Confidential Information.

Recipient means a party to this Agreement to whom Confidential Information is
disclosed.
5.2 Confidentiality
Except as permitted by this Agreement, the Recipient undertakes and covenants with the
Discloser to:

4
Agency Agreement

a
b
c
d

hold the Confidential Information in strict confidence and not disclose the Confidential
Information, nor communicate any opinion regarding the Confidential Information, to any
person;
not make use of any Confidential Information for any purpose other than the purpose for
which it was disclosed by the Discloser;
not make use of any Confidential Information for any purpose other than the purpose and, in
particular, not make use of any Confidential Information to the competitive disadvantage of
the Discloser; and
promptly notify the Discloser of any potential, suspected or actual use or disclosure of the
Confidential Information not permitted by this agreement.

6. Dispute Resolution
If there is a dispute between the parties in connection with this Agreement, the parties must use
reasonable endeavors acting in good faith to settle the dispute as soon as practicable.
7. Entire Agreement
This Agreement comprises the entire agreement between the party and no earlier representation
or agreement, whether oral or in writing, in relation to any matter dealt with in this Agreement
must have any effect from the date of this Agreement.
8. Governing Law
This Agreement is governed by and construed in accordance with the laws in force in United Arab
Emirates, and the parties submit to the jurisdiction of the courts or tribunal exercising jurisdiction
over the Territory.
Executed as agreement.

Executed by AAAgency DMCC

Executed by Agent

___________________________
Signature of Authorized Signatory

___________________________
Signature

___________________________
Name

[insert name of agent]

Agent

5
Agency Agreement