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Agency Agreement
This ​ A gency Agreement (hereinafter referred to as the “Agreement”) is entered into as
of ___________________ by and between ___________________________________,
with a mailing address of ___________________________________________________
_______________________________________ (hereinafter referred to as the “Agent”)
and ___________________________________, with a mailing address of ___________
_______________________________________ (hereinafter referred to as the “Client”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
1. Purpose​ . Under the terms and services stated in the Agreement, the Agent agrees to
perform the following services for the Client:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2. Term. This Agreement shall commence upon ___________________, as stated above,
and will continue until ___________________.
3. Fees. With consideration of the services to be performed by the Agent, the Client
agrees to pay the Agent as follows:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
4. Agent’s Responsibilities. The Agent must devote reasonable time and effort to fulfill
their assigned duties. They must prepare and maintain documentation and reports if
requested by the Client, and act with due diligence in all given tasks. Under the terms of
this Agreement the Agent is ​ n ot permitted​ to perform the following services:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
5. Confidentiality. During the course of this Agreement, it may be necessary for the
Client to share proprietary information, including trade secrets, industry knowledge, and
Agency Agreement
This ​ A gency Agreement (hereinafter referred to as the “Agreement”) is entered into as
of ___________________ by and between ___________________________________,
with a mailing address of ___________________________________________________
_______________________________________ (hereinafter referred to as the “Agent”)
and ___________________________________, with a mailing address of ___________
_______________________________________ (hereinafter referred to as the “Client”),
collectively referred to as the “Parties,” both of whom agree to be bound by this
Agreement.
1. Purpose​ . Under the terms and services stated in the Agreement, the Agent agrees to
perform the following services for the Client:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
2. Term. This Agreement shall commence upon ___________________, as stated above,
and will continue until ___________________.
3. Fees. With consideration of the services to be performed by the Agent, the Client
agrees to pay the Agent as follows:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
4. Agent’s Responsibilities. The Agent must devote reasonable time and effort to fulfill
their assigned duties. They must prepare and maintain documentation and reports if
requested by the Client, and act with due diligence in all given tasks. Under the terms of
this Agreement the Agent is ​ n ot permitted​ to perform the following services:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
5. Confidentiality. During the course of this Agreement, it may be necessary for the
Client to share proprietary information, including trade secrets, industry knowledge, and
other confidential information. The Agent will not share any of this proprietary
information at any time. The Agent will also not use any of this proprietary information
for their personal benefit at any time. This section remains in full force and effect even
after termination of the Agreement by it’s natural termination or the early termination by
either party.
6. Relationship of the Parties. ​ T he Agent is an independent contractor. Neither Party is
a representative, partner, or employee of the other Party. The Parties understand this
Agreement is not an exclusive arrangement. The Parties agree that they are free to enter
into other similar agreements with other parties. The Agent agrees that they will not enter
into any agreements that conflict with their obligations under this Agreement.
7. Termination. ​ T his Agreement may be terminated at any time by either Party upon
___________________ days written notice to the other party. Upon termination, the
Client shall pay to the Agent all compensation due and owing for work carried out prior
to the date of termination that was not yet paid.
8. Representations and Warranties. ​ B oth Parties represent that they are fully
authorized to enter into this Agreement. The performance and obligations of either Party
will not violate or infringe upon the rights of any third-party or violate any other
agreement between the Parties, individually, and any other person, organization, or
business or any law or governmental regulation.
9. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its
respective officers, agents, employees, and permitted successors and assigns against any
and all claims, losses, damages, liabilities, penalties, punitive damages, expenses,
reasonable legal fees and costs of any kind or amount whatsoever, which result from the
negligence of or breach of this Agreement by the indemnifying party, its respective
successors and assigns that occurs in connection with this Agreement. This section
remains in full force and effect even after termination of the Agreement by its natural
termination or the early termination by either party.
10. Limitation of Liability. ​ U nder no circumstances shall either Party be liable to the
other Party or any Third Party for any damages resulting from any part of this Agreement
such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of
delay or failure of delivery, which are not related to or the direct result of a Party’s
negligence or breach.
11. Severability. In the event that any provision of this Agreement is deemed invalid or
unenforceable, in whole or in part, that part shall be severed from the remainder of the
Agreement and all other provisions should continue in full force and effect as valid and
enforceable.
12. Legal Fees. ​ I n the event of a dispute resulting in legal action, the successful party
will be entitled to its legal fees, including, but not limited to its attorneys’ fees, collection
fees and the like.
13. Legal and Binding Agreement. This Agreement is legal and binding between the
Parties as stated above. The Parties each represent that they have the authority to enter
into this Agreement.
14. Governing Law and Jurisdiction. ​ T he Parties agree that this Agreement shall be
governed by ___________________ law​ .
State
15. Entire Agreement. The Parties acknowledge and agree that this Agreement
represents the entire agreement between the Parties. In the event that the Parties desire to
change, add, or otherwise modify any terms, they shall do so in writing to be signed by
both Parties.
The Parties agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:
CLIENT
AGENT
Name: ​ _ ____________________
Name: ​ _ ____________________
Signed: ​ _ ___________________
Signed: ​ _ ___________________
Date: ______________________
Date: ______________________
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Agency Agreement Vs Distribution Agreement

An Agency Agreement is often confused with a Distribution Agreement. Despite a few similarities between these two fiduciary contracts, the agent sells goods on behalf of the principal who becomes the ultimate customer, while the distributor purchases the goods and sells them to other customers. In most cases, distributors resell the purchased goods and add a margin to make a profit. Distribution Agreements are often used in low-cost sales transactions, for example, selling cosmetics and kitchen appliances, and Agency Agreements are typical for high-level sales transactions.

How to Make an Agency Agreement?

Both private individuals and businesses are allowed to create agencies so it is possible to create Agency Agreements for all sorts of purposes. If you need to hire a real estate agent, attorney, accountant, insurance agent, advertising agent, or financial planner, this is the document for you. Include the following details in your Agency Agreement:

  1. Names and contact information of the parties;
  2. Purpose of the agency. State whether this authorization is exclusive or non-exclusive. The relationship between the parties is fiduciary, which means the agent acts in good faith with the principal's best interests at heart;
  3. Date of signing the agreement and the duration of the agency;
  4. Agent's responsibilities and area of action. Generally, the agent must devote reasonable time and effort to fulfill the assigned duties, prepare and maintain documentation and reports if requested by the principal, and act with diligence. Determine the boundaries by specifying what the agent is not allowed to do;
  5. Compensation details. It is possible to add commission payments to this agreement, or even sign a separate Commission Agreement. Calculate the commission amount and decide when and how the agent will be paid;
  6. Status of the agent - this individual is not an employee and acts as an independent contractor only;
  7. Confidentiality. The agent may learn trade secrets and other confidential information during the performance of duties, and it is forbidden to disclose these details to any third party;
  8. Termination clause;
  9. Signatures of the parties.

How to Terminate an Agency Agreement?

Agency Agreements may be terminated by either party at any time with written notice sent usually 30 days in advance. Sometimes termination occurs when one of the parties breaches the agreement, becomes insolvent, liquidates, becomes ill, or dies. It is required to pay for all services performed up to the date of termination. The agent must return all of the principal's materials, products, and content to the principal at the earliest convenience.


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