Agency Agreement Checklist

Written by Steve Sidkin
25 June 04

1. 1. Parties

1. 1. • state clearly the identity of the parties. If a company, state the place of incorporation, registered/principal office and any registered number.
      • are the obligations of the agent to be guaranteed?

1. 1. Definitions
      • • the Territory covered by the Agreement.
        • the products/services which are the subject of the Agreement.
        • minimum targets to be attained.

1. 1. Scope of the Appointment
      • is the agent exclusive/sole/non-exclusive?

1. 1. Duration of the Agreement
      • fixed period.
      • any initial minimum period.
      • right to renew/automatic renewal.
      • right to terminate by notice.
      • length of notice period.

1. 1. Responsibilities of the agent

1. 1. • to promote sales.
      • not actively to market outside the “Territory”.
      • not to deal in/be concerned with competing products/services.
      • to sell at specified prices.
      • not to give unauthorised warranties or representations.
      • not to bind the supplier to give credit.
      • to maintain offices and other facilities (for sales, service, repair, parts, etc.).
      • to pass back to the supplier market information and to provide reports and returns.
      • to keep accounts and records, and allow the supplier to inspect and audit.
      • to maintain separate accounts.
      • to refer to the supplier enquiries from outside the “Territory”.
      • to inform the supplier of disputes with customers.
      • not to assign the agency’.
      • not to sub-contract/delegate fulfilment of contractual obligations -not to incur any liability on behalf of the supplier, save with prior written consent.
      • to indicate in dealings that the agent acts as agent for the supplier.
      • to defray expenses associated with the agency.
      • to keep confidential any secret “know-how” disclosed to the agent.
      • to supply customers with Principal’s standard terms and conditions.

1. 1. Responsibilities of the Supplier
      • • to supply promotional literature and/or samples.
        • to provide advice and assistance.
        • to refer to the agent enquiries from within the “Territory”, where practicable.
   2. Supply of products/services
      • • manner in which orders are to be transmitted to supplier.
        • supplier not obliged to accept any order.
        • agent to offer products/services only on supplier’s conditions of sale.
        • agent to carry out credit risk evaluation of customers.
   3. Commission
      • basis of commission/remuneration.
      • time, manner and place of payment.
      • currency of payment.
      • withholding tax.
   4. Intellectual Property rights (patents, trade marks, etc)
      • agent not to use the intellectual property rights of the supplier without consent.
      • agent to notify supplier of unauthorised third party use of intellectual property rights and assist in infringement proceedings.
      • agent to cease to use on termination of the agreement any intellectual property rights for which consent was given.
   5. Reservations of the Supplier

1. 1. The Supplier’s right to terminate the Agreement

1. 1. • on breach by the agent.
      • on insolvency of the agent.
      • on change in control of the agent.
      • on agent being prevented from performing its duty.
      • on failure to achieve sales targets.
      • on purported assignment by the agent.
      • if the agreement becomes illegal.

1. 1. Consequences of Termination
      • commission entitlements of agent on termination.
      • obligations of agent on termination.
      • rights and liabilities of the parties to survive termination .
      • no compensation for the agent on termination.
      • return of promotional literature, samples and any stocks.
      • indemnity or compensation under the Regulations.
   2. Choice of Law, Submission to the Jurisdiction and Address for Service

1. 1. Whole Agreement Provision

1. 1. No Joint Venture or Partnership

1. General Provisions

This briefing note is for general information. For advice in applying this general information to your specific circumstances, please contact Stephen Sidkin or any members of the Fox Williams’ agentlaw team. (www.agentlaw.co.uk).