Agency Agreement Template (Australia)
Agency Agreement Template (Australia)
Under the terms of this non-exclusive offer, [Client.Company] (hereinafter referred to as the “Company” or the “Principal”), seeks to contract with [Sender.Company] (hereinafter referred to as the “Agent”) for the purpose of business sales and product marketing within the jurisdiction of Australia.
The Agent understands that while this exclusive agency agreement outlines the duties and responsibilities of the Agent, both the Agent and the Company may continue to create non-exclusive partnerships as pursuant to their best interests. Neither the Agent nor the Company is deemed a sole agency of the other for the duration of this legal relationship, as outlined by this legal document.
Any person or body corporate who has accepted the terms of this agreement shall be referred to as “Agent”.
Both parties understand and maintain that while the Agent may require and maintain additional agents in its charge – such as employees, subcontractors, and other service providers – throughout the course of this agency contract, the Agent must maintain the responsibilities of this legal relationship as outlined in this exclusive agency agreement.
1. Subject of Agreement
On behalf of the Principal, the Agent agrees to engage in a fiduciary relationship with the Company.
The Agent agrees to act under the instructions of the Principal and to follow the Principal’s guidelines in order to aid the Principal in business sales and business growth.
2. Agent Activities
Under the terms of this legal document, the Agent agrees that it shall undertake the following activities to the best of its ability under governing law and at its own expense on behalf of the Principal:
- Advertising and promotion of Company products and services;
- Engaging in business sales of Company products and services;
- Creation of marketing and sales collateral;
- Training sales agents and service providers in Agent’s employ to conduct business operations;
- Informing all prospective customers of all required information regarding the Principal’s company, including address and contact details, as well as the general and specific conditions of rendered services.
The Agent also agrees to act in accordance with any governing law or fair trade acts which may apply in any circumstances and agrees to abide by the rules and regulations laid out under Australian law through the course of the agreement.
In addition, the Agent shall not be entitled to the following:
- To act on behalf of the Principal by holding negotiations or signing documents in the Principal’s stead;
- To act as an official representative of the Principal in any way other than as a marketing and sales partner;
- To approve agreements and/or other legal relationships on behalf of the Principal
- To accept money from customers on behalf of the Principal for products or services not directly specified by the Principal within the scope of this exclusive agency agreement;
- To register with organisations on behalf of the Principal (thereby acting as an agent of the Principal) without direct permission from the Company.
3. Company Obligations
The Principal understands that, while the Agent seeks to actively promote the Company in exchange for its own remuneration, the Agent cannot dispense the services provided by the Principal.
As such, an employee or agent of the Principal will make itself available to the company throughout the course of the Agent’s activities to ensure that the Agent has the required resources to adequately engage in business operations.
In addition, the Principal agrees that it shall engage in the following business practices to help the Agent succeed:
- Provide fact sheets, sales and service guidelines, and other internal documentation to help the Agent and its service providers gain critical product knowledge;
- Provide guidance and control over the Agent’s activities (where appropriate) to ensure that the obligations of the agreement can be met. The Principal may also dispense binding instructions which restrict the Agent from operating in a certain way on the Principal’s behalf;
- Render available any technical and support that the Agent requires in order to gain access to the information necessary to fulfill the agency contract;
- Provide commission payments, rebates, or other monetary compensation on a predetermined schedule to ensure that the Agent and its partners are paid for their services within a reasonable time frame;
- Inform the Agent of any changes to its product, service, business operations, and/or expectations within a reasonable time frame, such that the Agent can adjust its business operation to appropriately comply with Company expectations.
The Principal is obliged to operate in good faith when handling relationships with the Agent. The Principal agrees to make these services and provide this guidance in accordance with the governing law of Australia throughout the lifespan of this legal relationship.
Use tools like the table below to specify the products being sold and their selling price, the territories where an agent should conduct business, and the commission payments that an agent should expect throughout the lifespan of this sales agreement.
4. Products & Services
The Company agrees that the Agent shall engage Agent Activities (Section 2) on behalf of the Principal for the following products and/or services:
- At the discretion and agreement of the Sales Agent, the Principal may add new products to this list.
- Both the Agent and the Company agree that the products/services listed here are non-exclusive and that both the Principal and other agents of the Company may sell directly to the customer without the Agent’s involvement.
5. Copyright & Confidentiality
Throughout the term and following the termination of this agreement, the Principal understands that the Agent may gain access to information (data, processes, trade secrets, etc.) which is critical to the Company’s success.
The Principal understands that the Agent may have access to and retain this confidential information for its records, including sales data, metrics, and customer information.
The Agent agrees to protect the information kept on its books and understands that it may not use this information for personal gain.
- Included Intellectual Property. Both parties agree that the Agent and those in its employ (sales agents, service providers, etc.) may gain exclusive insight into Company business practices as a consequence of this fiduciary relationship. While the Agent may not use this information to conduct business beyond the scope of this exclusive agency agreement, those processes will remain open and accessible to the Agent throughout the lifespan of this legal document.
- Exclusions. The Principal may shield the Agent and those in its employ from systems and processes which are unrelated to the products and services listed within this document, including intellectual property which is owned by the Principal, such as trademarks, trade secrets, and process guidelines which are not relevant to the sale of products and services listed within this sales agreement.
6. Commission & Compensation
Both parties agree to the following commission rates on business sales acquired by the Agent on behalf of the Principal.
These rates shall be factored against sales numbers, resulting in commission payments and remuneration by the Principal to the Agent:
|Rate (First Year)
|Rate (Second Year)
- If the Agent maintains employees or subcontractors, it is the Agent’s responsibility to dispense compensation as appropriate to those in its employ.
- Any new products introduced by the Company and approved by the Agent can be sold at preapproved commission rates or at renegotiated rates at the Principal’s discretion. This may include specialised rates for first-year and second-year sales.
- In the event of overpayment due to miscalculation, refunds, or customer credits, the Company has the right to reclaim overpaid finances from the Agent.
7. Term & Termination
This agreement shall commence upon contract signing date and will continue until either party bound by the Agency Agreement chooses to terminate the relationship.
- Force Majeure. In the event of circumstances beyond the control of either party, including but not limited to declared war, epidemics, blockades, natural disasters and other natural calamities, as well as issuance of legal enactments which make it impossible to fulfill obligations hereunder, neither party shall be held responsible or liable for the fulfillment of this sales agreement.
The party which failed to fulfil its obligations due to these circumstances within a consecutive amount of time (ten weeks or more) must submit notice to the party still in compliance with the Agreement. This sales agreement may be terminated once both parties provide sufficient notice.
8. Signoff & Acceptance
This Agency Agreement and the interpretation of its terms shall hereto be covered and construed within Australian law, effective within the exclusive jurisdiction of Australia, at the Principal’s place of business, located at [Company.Address].
By the execution of both parties below, this Agreement is declared valid and will form a part of the agency agreement, in conjunction with any other relevant documents and agreements presented on behalf of either party.