Buying and selling
Agency agreement
The paper appointing somebody to find customers and make sales on another party's behalf, for commission, without ever owning the goods. The agent acts in the principal's name, which means the principal is usually bound by what the agent does within its authority — so the scope of that authority is the section that matters most. In a number of jurisdictions commercial agents have protections set by law, including compensation when the arrangement ends, which cannot simply be drafted away.
- In the catalogue
- Buying and selling
- Where it can live
- Any of the 184 governing laws
Who uses one
- Manufacturers selling through representatives in a region or sector.
- Companies entering a market where a local agent already has the relationships.
- Independent sales agents formalising what they are allowed to promise.
What you are deciding
- What the agent may do, and what it may not promise
- Whether the agent may conclude contracts or only introduce
- The territory or customer group, and whether it is exclusive
- Commission: the rate, when it is earned, and when it is paid
- Whether commission is owed on repeat orders
- Whether the agent may represent competing products
- Reporting and expenses
- What is owed when the arrangement ends
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The parties and appointment
- 2Authority of the agent
- 3Territory and exclusivity
- 4Duties of the agent
- 5Duties of the principal
- 6Commission and payment
- 7Confidentiality
- 8Term and termination
- 9Payments on termination
- 10Governing law
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- agency agreement
- sales agent agreement
- commercial agency contract
- commission agent agreement
- representative agreement
- broker agreement
Questions people ask
- Do agents have rights that cannot be contracted out of?
- In several jurisdictions, yes — commercial agency laws can give notice periods and end-of-relationship compensation regardless of what the contract says. Ask a lawyer before appointing an agent in an unfamiliar market.
- When is commission usually earned?
- Papers of this kind name an event: an order placed, an order accepted, delivery, or payment received. Each produces a very different risk for the agent, so it is spelled out rather than assumed.
- Can an agent bind the principal?
- Within the authority the agreement gives it, and sometimes beyond that if the customer reasonably believed the authority existed. The authority section exists to keep that boundary clear.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds