Agency Agreement Contract Template

Use Template

Agency Agreement

 

This Agency Agreement (“Agreement”) is made and entered into as of the date of signature below by and between ____________, with a mailing address of ____________________________ (“Agent”), and _____________, with a mailing address of ____________________________ (“Principal”).

 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

  1. Services and Scope of Authority. Agent hereby agrees to render services to Principal as its non-exclusive agent (the “Services”) in the following territory:

_______________ (“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:

_______________

 

  1. 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”.
  2. 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.

  1. 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 hereunder.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. Insurance. Agents will be required to maintain the following insurance throughout the duration of this Agreement: ____________.
  8. 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 representatives.
  9. 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.
  10. 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.
  11. 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.
  12. 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:
  13. 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;
  14. 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 Agreement;
  15. 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.
  16. 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.
  17. Language. All communications made or notices given pursuant to this Agreement shall be in the English language.
  18. Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
  19. Amendments. This Agreement may only be amended in writing signed by both parties.
  20. 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 term.
  21. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
  22. Headings. Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
  23. 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.
  24. 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 circumstances.
  25. 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:

Principal: _____________

Agent: ____________

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 e-mail).

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 Agreement.

Principal:

Signature: _____________________________________________________

Typed or Printed Name: ___________________________

Date: _______________

 

Agent:  

Signature: _____________________________________________________

Typed or Printed Name: ___________________________

Date: _______________