This Agency Agreement (“Agreement”) is made and entered
into as of the date of signature below by and between
____________, with a mailing address of
and _____________, with a mailing address of
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
Services and Scope of Authority. Agent hereby agrees to render
services to Principal as its non-exclusive agent (the
“Services”) in the following territory:
The Agent will perform the following Services for the Principal,
according to the terms and conditions of this Agreement:
Agents shall have specific, limited authority to bind the Principal.
As such, the scope of Agent’s authority, and any limitations
included therein, in as following:
Term. Agents shall begin performing the Services for Principal on
the date of signature below (“Start Date”) and
continue performing these Services until the following date:
(“End Date”). The period between the Start Date and
End Date will be referred to herein as “Term”.
Compensation. As compensation for the Services, the Principal
shall pay Agent a fee of $__________ per month,
payable in advance on the first day of each month during the Term.
Additional details as to Agent’s payment are as follows:
In addition, Principal shall reimburse Agent for all reasonable and
necessary expenses incurred by Agent in connection with the
performance of the Services, provided that Agent shall submit
detailed documentation of such expenses to Principal within
____________ days of incurring the same.
Relationship. Nothing contained herein shall be deemed to create
any type of relationship, such as a partnership, joint venture or
employment relationship between the parties, other than a
Principal-Agent relationship for the specific Services designated
Confidentiality. Agent shall keep the terms of this Agreement
confidential and secret. During the Term and at all times
thereafter, Agent shall hold in strictest confidence and shall
not, without the prior written consent of Principal, disclose or
use any confidential or proprietary information of Principal.
“Confidential or proprietary information” shall mean
all information or material that has or could have commercial
value or other utility in the business in which the Principal is
engaged. If Agent is required by law to disclose any confidential
or proprietary information of Principal, Agent shall promptly
notify Principal of such requirement prior to disclosure and shall
cooperate with Principal, at Principal’s sole cost and
expense, in every reasonable way to secure an order protecting the
confidentiality of such information. Agent shall not publicly
comment on the terms contained within this Agreement.
Intellectual Property. Agent hereby acknowledges and agrees that
all intellectual property belonging to or in the name of
Principal, including, but not limited to all registered
copyrights, trademarks and service marks, as well as any patent or
patent application, shall be and remain the exclusive property of
Principal, and Agent shall not at any time acquire or claim any
right, title or interest in or to any such intellectual property.
Along with this, all intellectual property developed or created by
Agent in connection with the performance of the Services shall be
and remain the sole and exclusive property of Principal, and Agent
shall not at any time acquire or claim any right, title or
interest in or to any such intellectual property.
Termination. This Agreement will be terminated under a natural
expiration on the End Date of ____________. It may be
terminated by either party at any time prior to the End Date, upon
__________ days’ prior written notice to the
other party. It may also be terminated by the Principal at any
time, without notice, if the Agent breaches any of the terms and
conditions herein. It may also be terminated by the Principal in
case of Agent's insolvency, bankruptcy, death or disability.
Governing Law. This Agreement shall be governed in all respects by
the laws of the State of ____________________ and any
applicable Federal law. Both Parties consent to the jurisdiction
under the state and federal courts within the state of
The Parties agree that this choice of law, venue and jurisdiction
provision is not permissive, but mandatory in nature.
Taxes. Agent shall be responsible for the payment of any and all
taxes incurred by Agent under this Agreement. As the Parties do
not have an employment relationship, the Principal shall not be
liable for any taxes.
Insurance. Agents will be required to maintain the following
insurance throughout the duration of this Agreement:
Inspection of Records. Agents shall keep accurate records of time
spent on Services for Principal. Such records shall be subject to
inspection by Principal at any time upon reasonable notice, during
reasonable hours, by Principal or any of Principal's authorized
Exclusivity. Agent hereby represents and warrants that Agent will
act exclusively for the Principal and will not engage in any other
Services for any other individual or organization.
Indemnification. Agent and Principal hereby warrant and agree to
hold each other harmless and indemnify each other against any and
all demands, claims, or costs which may have arisen from
negligence in the performance of any duties under this Agreement.
Limitation of Liability. In no event shall either Party under this
Agreement have any liability to the other for any special,
consequential, exemplary, incidental, or punitive damages arising
out of this Agreement or in connection with any Services performed
under this Agreement.
Competition. During the course of this Agreement, the Agent agrees
to refrain from engaging, directly or indirectly, in any form of
commercial competition (including, but not limited to, through
business, marketing, investment or financial activities) with the
Principal. The Agent agrees not to engage in any form of
commercial competition either single-handedly or through the
employment or contracting with a third-party or organization.
Specifically, the Agent shall not:
a) Use any of the business information given by Principal to Agent
directly or indirectly to procure a commercial advantage over the
Principal or otherwise use any designs, ideas or concepts created
by or belonging to the Principal without the express written
consent of the Principal;
b) Solicit the clients or customers of the Principal to provide
services or supply goods to them of the same or a similar type to
those provided by the Agent during the course of this Agreement
and for a period of one year following the termination of this
c) Endeavour to entice away from the Principal or employ or offer
to employ any person who is employed by the Principal during the
term of this Agreement and for one year following the termination
of this Agreement, whether or not the person would commit a breach
of his or her contract of employment by being enticed or accepting
employment with them. This prohibition shall not apply to the
recruitment of any such employee who has answered a bona fide
advertisement or been recruited by an agency to the Agent, if the
Agent has not given directly or indirectly any form of
encouragement to that employee to do so.
Severability. If any provision of this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall
not affect any other provision thereof, and this Agreement shall
be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. Any invalid or
unenforceable provision of this Agreement shall be replaced with a
provision that is valid, enforceable, and most nearly gives effect
to the original intent of the invalid/unenforceable provision.
Language. All communications made or notices given pursuant to
this Agreement shall be in the English language.
Assignment. This Agreement, or the rights granted hereunder, may
not be assigned, sold, leased or otherwise transferred in whole or
part by either Party.
Amendments. This Agreement may only be amended in writing signed
by both parties.
No Waiver. None of the terms of this Agreement shall be deemed to
have been waived by any act or acquiescence of either Party. Only
an additional written agreement can constitute waiver of any of
the terms of this Agreement between the Parties. No waiver of any
term or provision of this Agreement shall constitute a waiver of
any other term or provision or of the same provision on a future
date. Failure of either Party to enforce any term of this
Agreement shall not constitute waiver of such term or any other
Entire Agreement. This Agreement constitutes the entire agreement
between the Parties and supersedes any prior or contemporaneous
understandings, whether written or oral.
Headings. Headings to this Agreement are for convenience only and
shall not be construed to limit or otherwise affect the terms of
Counterparts. This Agreement may be executed in counterparts, all
of which shall constitute a single agreement. If the dates set
forth at the end of this document are different, this Agreement is
to be considered effective as of the date that both parties have
signed the agreement, which may be the later date.
Force Majeure. Agent is not liable for any failure to perform due
to causes beyond its reasonable control including, but not limited
to, acts of God, acts of civil authorities, acts of military
authorities, riots, embargoes, acts of nature and natural
disasters, and other acts which may be due to unforeseen
Notices and Electronic Communication Permitted. i) Any notice to
be given under this Agreement shall be in writing and shall be
sent by first class mail, airmail, or e-mail, to the address of
the relevant Party set out at the head of this Agreement, or to
the relevant email address set out below or other email address as
that Party may from time to time notify to the other Party in
accordance with this clause. The relevant contact information for
the Parties is as follows:
Notices sent as above shall be deemed to have been received 3
working days after the day of posting (in the case of inland first
class mail), or 7 working days after the date of posting (in the
case of air mail), or next working day after sending (in the case of
In proving the giving of a notice, it shall be sufficient to prove
that the notice was left, or that the envelope containing the notice
was properly addressed and posted, or that the applicable means of
telecommunication was addressed and dispatched, and dispatch of the
transmission was confirmed and/or acknowledged as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this
Typed or Printed Name: ___________________________
Typed or Printed Name: ___________________________