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How to Use this Document

This document can be used where one business promotes or markets the products of
another business. It creates an agency relationship under which the agent is paid a
commission for every sale of the Principal’s products or services which result from the
Agent’s activities.

Make sure to complete all sections of the document, and where you are given a choice
of options, clearly and unambiguously indicate the preferred option and delete the
others.

Two copies should be prepared and signed. One should be kept by the Principal and
the other should be kept by the Agent.

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AGENCY AGREEMENT

THIS AGREEMENT IS MADE ON THE

(Date)

BETWEEN

“The Principal”
(Name and address of Prinicpal)

AND

“The Agent”
(Name and address of Agent)

1. Interpretation

1.1. Except where the context requires otherwise words importing the masculine shall include the feminine;
words importing the singular shall include the plural; words importing the sole shall include the corporate
and vice versa.
1.2. References to any statutory provision, authority, rule or code of practice shall be deemed to include the
replacements or successors of such.

2. Terms of Agency

2.1. The Principal appoints the Agent as an agent for the purposes of marketing the Principal’s products and
services and receiving applications and orders for those products and services from customers. In
particular the Agent shall market the following products and services:

(Description of specific services or products which the Agent shall market)

2.2. No provision of this agreement, nor any course of dealings between the parties shall operate to make the
Agent an employee of the Principal.
2.3. Neither Party shall assign or transfer any of their rights, liabilities or obligations arising under this
agreement without the prior written consent of the other Party.

3. Commission Payments
3.1. During the term of the Agency the Agent will be paid a commission in respect of each of the Principal’s
collected invoices which results from the Agent’s activities.

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3.2. The level of commission shall be:

(NOTE: Clearly delete the option which is not required.)

• A percentage of the value of the invoice (exclusive of VAT or other taxes, shipping and
handling, disbursements or administrative expenses) being percent

OR;

• A fixed sum of money, being £

3.3. The Agent’s commission shall be calculated and paid monthly. The Principal agrees to provide to the Agent
a report and statement detailing the commission due to him as a result of invoices collected in any one
month no later than the end of the following month

3.4. Provided that the Agent submits an invoice for his commission to the Principal by the fifteenth day of any
given month, the Principal agrees to make payment of the commission due to the Agent by the end of that
month.
3.5. Upon termination of this Agreement the Agent shall be entitled to commission on all collected invoices
which result from the Agents activity prior to the date of termination.

4. Duties of the Agent - General

4.1. The Agent shall at all times act in good faith in the discharge of his duties under this agreement. The
Agent undertakes to comply with all reasonable instructions which the Principal may issue regarding the
manner in which Principal’s products and services may or may not be marketed.

4.2. During the course of the Agency the Agent will not act as an agent , representative or affiliate for any of
the Principal’s competitors, nor shall the Agent directly or indirectly market or promote any products or
services which compete or are likely to compete with the products and services offered by the Principal
except with the Principals prior written authorisation.

4.3. During the course of this Agency and in carrying out his duties the Agent will not expressly or impliedly
represent himself to a customer or any other person that he acts for or in relation to the Principal in any
capacity other than as an Agent.

4.4. The Agent shall not purport to enter into any contract or agreement on behalf of the principle nor shall he
obtain or attempt to obtain credit on behalf of the Principal or offer credit terms to customers except as
expressly authorised by the Principal in writing.

4.5. In carrying out his duties under this Agreement, the Agent shall only make use of marketing materials or
product descriptions which are provided by the Principal or approved by the Principal in writing.

4.6. The Agent undertakes to provide every customer with a copy of any terms and conditions which relate to
the Principal’s products or services, and where as a result of the failure of the Agent to abide by this
undertaking there is a dispute between the customer and the Principal over the terms on which the
product or service was to be supplied, the Principal may charge to the Agent any and all costs associated
with resolving this dispute including but not limited to any restitution necessary to settle the complaint
with the customer.

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4.7. Save as the Principal may expressly authorise in writing, the Agent will make no warranties, guaranties or
representations on behalf of the Principal (except as to confirm any information which is contained in the
Principal’s marketing documents).

4.8. Save as the Principal may expressly authorise in writing, the Agent shall not use or display any of the
Principal’s trademarks, branding or visual themes.
4.9. The Agent shall pass on any orders or applications received for the Principal’s products or services within 7
days of the documentation being completed.

4.10. The Agent shall be responsible for his own usual operating expenses, together with any and all expenses,
costs or disbursements which he may incur in the carrying out of his duties under this agreement.

5. Duties of the Agent – Dispute Resolution and Indemnity

5.1. The Agent shall inform the Principal immediately of any dispute, claim, proceedings or regulatory action
relating to the Principals products or services or to the Agent’s conduct under this agreement.
5.2. In situations anticipated by section 5.1 above the Agent shall follow all instructions given by the Principal
and shall take no action in relation to the dispute, claims, proceedings or regulatory action save as the
Principal may instruct.
5.3. The Agent hereby agrees to indemnify the Principal for all losses, direct or consequential, howsoever
caused which result from the Agent’s conduct in the course of this Agreement.

6. Duties of the Agent - Confidentiality Obligations

6.1. “Confidential Information” means any and all information disclosed (whether directly or indirectly or orally
or by any other means and whether marked confidential or not) by the
Principal to the Agent either before, on or after the execution of this Agreement which at the time of
disclosure is not already part of the public domain and which relates to any business, concept, invention or
idea or the execution thereof or to any related manner, including, but not limited to, the following classes
of information:

a) Financial information, accounts or records

b) Commercial and marketing information, plans or strategies or market-research data

c) Electronic or technical information, data, designs or specifications
d) Information concerning internal procedures and processes
e) Know-how and industrial or trade secrets
f) Projections or forecasts

6.2. The Agent undertakes that at no time, whether during the term of the Agency or thereafter, shall he
disclose or permit to be disclosed to a third party any Confidential Information which he receives from the
Principal save as the Principal may expressly authorise in writing.
6.3. If required by the Principal the Agent agrees to execute a separate detailed confidentiality agreement.

7. Duties of the Principal

7.1. The Principal shall at all times act in good faith in the discharge of his duties under this Agreement.

7.2. The Principal will provide the Agent with all information and product literature necessary for the Agent to
perform his duties under this Agreement. Such information is to be used by the Agent only in the
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discharge of his duties under this Agreement and for no other purpose. Any information provided shall
remain the sole property of the Principal and must be returned upon request.

7.3. The Principal will provide the Agent with information relating to the revision or alteration of any of its
products or services or its terms of business as soon as possible after the Principal resolves to make such
changes. The Principal shall make clear to the Agent the dates from which such changes shall be effective.
7.4. The Principal shall pay commission to the Agent in accordance with section 3 above. The Principal shall not
be obliged to reimburse the Agent for any expenses incurred in the course of carrying out his duties under
this Agreement save as may be expressly agreed in writing.

8. Termination

8.1. This Agreement may be terminated by either Party upon week’s written notice served on
the other at his address as set out at the head of this agreement by personal service, registered post or
first class post. Notice sent by post shall be effective 48 hours after sending.

8.2. Without prejudice to 8.1 above this Agreement may be terminated immediately where any of the following
circumstances arise:

a) Either Party commits a serious breach or persistent breaches of this agreement including but
not limited to the non-performance, neglect or default of any of his duties as outlined herein
and after notice of this breach has been given to the defaulting Party it remains unremedied
and unrectified 30 days after such notice.
b) The Agent commits any acts of dishonesty, fraud or theft.
c) The Agent engages in conduct which brings or threatens to bring the Principal into disrepute
or which has or is likely to have any detrimental effect upon the Principal’s business, products
or brand.

9. Variation
9.1. This Agreement may be varied by the mutual consent of the parties, but no variation shall be
binding unless set out in writing and confirmed by both Parties.

10. Force Majeure

10.1. Neither Party shall be liable for any delay or failure in performing its obligations or duties under
this agreement which results from circumstances outside his reasonable control including but
not limited to acts of God, industrial action, war, fire, threat of terrorism, civil disturbance or
rioting, government or regulatory action, breakdown in plant or machinery or shortage of raw
materials or supplies.

11.Warranty of Contractual Capacity

11.1. Both Parties and the signatories to this agreement warrant that they are authorised and
permitted to enter into this agreement, and have obtained all necessary permissions and
approvals.

12. Miscellaneous Provisions (Whole Agreement, Governing Law, Severability Etc.)

12.1. This Agreement sets out the entirety of the agreement between the Parties and its provisions shall take
precedence over any prior written or oral representations which may have been made by either Party.

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12.2. All clauses, sub-clauses and parts thereof shall be severable and shall be read and construed
independently. Should any part of this agreement be found invalid this will not affect the validity or
enforceability of any other provision or of this Agreement as a whole.
12.3. This Agreement shall be construed and interpreted in accordance with English law and shall be subject to
the exclusive jurisdiction of the English courts.
12.4. All terms, conditions and covenants contained in this agreement shall bind the Parties and their heirs,
legal representatives, successors to title and permitted assignees.

12.5. Nothing in these terms and conditions shall incur any rights on a third party and no third party may
enforce any provision of this contract under the Contracts (rights of Third Parties) Act 1999.
12.6. The failure by either Party to enforce any provision of this agreement shall not be deemed a waiver or
limitation of that part’s right to subsequently compel and require strict compliance with every provision of
this agreement.

IN WITNESS OF WHICH the Parties have executed this agreement on the day and date first before
written.

For and on Behalf of The Principal For and on Behalf of the Agent

(Sign) (Sign)

(signatory’s name) (signatory’s name)

(Position or Office) (Position or Office)

(Date) (Date)

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