This Agency Agreement is entered into as of [Date] (the "Effective Date") by and between [Sender.Company] (the “Company”), a corporation organized and existing under the laws of the State of [State], [Country] and having its principal place of business located at [Sender.Address], and [Client.Company] (the “Agent”), having its principal place of business located at [Client.Address], both of whom agree to be bound by this Agreement.
WHEREAS, the Company offers customers certain products, as described on the document attached hereto as Exhibit A (the “Products”); and
WHEREAS, the Company and the Agent desire to enter into an agreement whereby the Agent will market and sell the Product according to the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Company and the Agent (individually, each a “Party” and collectively the “Parties”) covenant and agree as follows:
1. Assignment of Right
With certain limitations stated hereunder, the Company hereby authorizes the Agent the right to market and offer for sale the Products according to the terms and limitations stated in this Agency Agreement.
- The Agent shall only market and offer for sale the Products within the Territory, as defined in this Agency Agreement.
- The Company reserves the right to add to or subtract from the list of Products authorized on Exhibit A attached hereto with notice to the Agent.
By signing this Agreement, the Agent agrees to conduct themselves in a manner consistent with [Rules] for the Term of this Agreement.
The Agent Agreement grants authority to the Agent, for the duration of the agreement, to market the Products in [State], [Country] (the “Territory”) in accordance with governing law.
The Agent shall be the exclusive party authorized to market the Products within the Territory as part of the client-agency relationship.
4. Trademark Rights
The Agent agrees and acknowledges the following regarding the Company’s trademark:
- The Company is the sole and exclusive owner to all rights (including all intellectual property rights), titles, and interest in “[Sender.Trademark]” or to any other trademarks associated with the Company (the “Company Trademarks”), which the Agent may utilize in performing the services herein.
- The Company hereby grants to the Agent for the duration of this Agreement and subject to the limitations stated within this Agreement a non-exclusive, non-transferable, revocable right to use the Company Trademarks as necessary to market and offer for sale the Products within the Territory as part of this Advertising Agency Agreement.
5. Agent Responsibilities
In marketing and offering the Products for sale in the Territory as part of this Sales Agency Agreement, the Agent shall, in good faith:
- Act with diligence, devoting reasonable time and effort to fulfill the duties described herein;
- Maintain reasonable technical and practical knowledge about the Products;
- Utilize promotional materials provided to the Agent by the Company for the purpose of marketing and selling the Products;
- If requested by the Company, attend and participate in trade shows and conventions related to the Products;
- Promptly respond to all communications by customers and the Company regarding the Products;
- Reasonably assist the Company about any and all collection matters as requested by the Company
- Prepare and maintain any reports and documentation as requested by the Company; and
- Bear all costs and liabilities relating to the conduct of their business, including but not limited to [Costs and Liabilities].
The Company shall pay to the Agent [Percentage] of all Net Product Sales directly from the Agent’s efforts as part of a commission agreement and payment terms. “Net Product Sales” shall be defined as the amount of sales revenue from any sales made by the Agent, less any chargebacks, returns, or defaults by customers.
- Should the Parties terminate this Agreement for any reason, giving written notice of the termination, the Company shall pay the Agent only for sales of the Products made before the termination date.
- If the Agent receives commission payments for orders that subsequently require reimbursement, are charged back, or the Company otherwise fails to realize the income from such a sale, the Agent shall offset any future commissions paid by the amount by which the commissions actually paid would be reduced if the sales associated with income the Company failed to realize were never completed.
- Payments shall be made to the Agent on or before [Time] for the [Period].
7. Status of Employment
Nothing in this Agreement will be construed to create an employer-employee relationship between the Company and the Agent. Both Parties acknowledge that this Agreement does not create a joint venture or partnership between them and that this Agreement is solely a contract for service.
8. Inspection and Approval
To enforce and verify the Agent's obligations under this Agreement and to verify the quality of the marketing of the Products, upon no less than [number] days notice, the Agent will permit and assist the Company to:
- observe the Agent's activities relating to the marketing and offering of sale of the Products
- enter all premises where the Agent is storing the Products and/or marketing and offering them for sale
At the request of the Company, the Agent will promptly provide the Company with representative samples of all material prepared by, for, or with the permission of the Agent to market the Products. Within [number] days after it receives any such samples, the Company will give the Agent written notice of approval or refusal.
Any notice of refusal will specify what must be changed and why. If the Agent receives a written notice of refusal from the Company, the Agent should revise the material and re-submit a sample of it to the Company for approval, after which the approval procedure outlined in this section will apply once again.
If the Agent does not receive a written notice of approval or refusal within this [number]-day period, the sample material will be deemed to have been approved for marketing and the offering for sale of the Products.
- During this Agreement and the marketing of the Products, the Company may share proprietary knowledge such as trade secrets, industry knowledge, and other confidential knowledge with the Agent in order for the Agent to complete their work. In signing this Agreement, the Agent agrees to not do any of the following:
- disclose to a third party any details regarding the Company’s business, including without limitation any information regarding the Company’s customer information, business plans, or price points (the “Confidential Information”),
- make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or distribution unless requested to do so by the Company
- use Confidential Information for anything other than the benefit of the Company.
- Immediately upon termination of the relationship between the Company and the Agent, the Agent shall return to the Company any documents about the Company’s business and any of its trade secrets that are in the Agent’s possession.
- This section will remain in full force and effect even after this Agreement has been terminated by either Party.
10. Term and Termination
This Agreement shall commence upon the Effective Date and continue until either Party terminates this Agreement in writing.
This Agreement can be terminated in the following ways:
- Through early termination, which means that either Party can terminate this Agreement in writing at any time.
- Through natural termination, which means that either Party can terminate this Agreement due to the other’s breach of this Agreement, insolvency, liquidation, bankruptcy, death, or disability.
Upon termination of the Agreement, the Agent will cease marketing the Products and waive any rights to continue sharing any of the Company’s confidential information.
In the event any provision of this Agreement is deemed unenforceable or invalid by a court of competent jurisdiction or regulatory body, that part will be severed from the rest of the Agreement and all other provisions of the Agreement will continue as valid and enforceable.
The Agent agrees to indemnify, defend, and protect the Company from and against all legal action and costs of every kind pertaining to any violation of the law, this Agreement, or the rights of any third party by the Agent while acting pursuant to this Agreement. Such costs include but are not limited to reasonable legal fees and attorneys' fees.
This indemnity obligation will remain in full force and effect after termination of the Agreement by either party.
13. No Modification Unless in Writing
No modification of the terms of this Agreement shall be valid unless in writing and agreed upon by both Parties.
IN WITNESS WHEREOF, by execution by the parties below, this Service-Level Agreement will form a part of the Contract.
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