Agency Agreement
This Agency Agreement (the “Agreement”) is entered into ____________________ (the
“Effective Date”), by and between ________________________, with an address of
_____________________________ (the “Principal”) and _________________, with an address of
_______________________________, (the “Agent”), collectively “the Parties.”
WHEREAS, The Principal desires to engage the Agent to be its representative to perform the
Services detailed in this Agreement on the Principal’s behalf;
WHEREAS, the Agent agrees to represent the Principal and perform the Services requested herein;
NOW, therefore, in consideration of the promises and conditions contained herein, the Parties agree
as follows:
1. Services. The Principal requests and the Agent agrees to perform the following specific
Services (the “Services”):
__________________________________________________________________________
______
__________________________________________________________________________
______
__________________________________________________________________________
______
__________________________________________________________________________
______
__________________________________________________________________________
______
2. Appointment. The Principal hereby appoints the Agent as the Principal’s agent to perform
the Services on the Principal’s behalf.
3. Scope of Authority. The Agent’s authority to bind the Principal is limited to the Services.
The Agent does not have the authority to bind the Principal in any manner whatsoever
beyond the Services stated herein.
4. Term. The Term shall commence upon the Effective Date and shall continue for a period of
_____ years. Upon the expiration of the Term, the Agreement shall continue for _____
renewal terms of _____ years each unless either Party notifies the other Party, in writing, of
its intention not to renew _____ days prior to the expiration of the current Term.
5. Compensation. The Parties agree the Agent will be compensated as follows:
__________________________________________________________________________
______
__________________________________________________________________________
______
__________________________________________________________________________
______
6. Expenses. The Agent ______________ [shall/shall not (choose one)] be entitled to
reimbursement for expenses incurred in the course of performing the Services. If the Agent
is entitled to reimbursement for expenses, the Agent shall submit invoices of associated
expenses ______________ [monthly/weekly/biweekly (choose one)]. The Principal shall pay
such invoices within thirty (30) days of receipt.
7. Parties’ Relationship. Nothing in this Agreement shall be construed to create an employer-
employee relationship between the Principal and the Agent.
8. Confidentiality & Intellectual Property. During the course of this Agreement, it may be
necessary for the Principal to share proprietary information, including trade secrets, industry
knowledge, and other confidential information to the Agent in order for the Agent to
complete the Services. The Agent will not share any of this proprietary information at any
time. The Agent also will not use any of this proprietary information for the Agent’s
personal benefit at any time. The Agent acknowledges and agrees that all copyrights,
trademarks, and service marks and rights in the name of or licensed to the Principal shall be
and remain the sole and complete property of the Principal and the Agent shall not acquire or
claim any right, title, or interest of any nature in any such copyright, trademark, or service
mark. 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.
9. Termination. This Agreement may be terminated as follows:
9.1. At any time by either party upon written notice to the other party;
9.2. By the Principal due to the Agent’s breach of the Agreement, insolvency, bankruptcy,
liquidation, death or disability;
9.3. By the Agent due to the Principal’s breach of the Agreement, insolvency, bankruptcy,
or liquidation.
The Principal will be responsible for payment of all Services performed up to the date of
termination, except for in the case of Agent’s breach of this Agreement, where the Agent
fails to cure such breach upon reasonable notice.
Upon termination, the Agent shall return all of the Principal’s content, materials, and
resulting work product, if applicable, to the Principal at its earliest convenience, but in no
event beyond thirty (30) days after the date of termination.
10. Representations and Warranties. Both 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.
11. Indemnity. The Parties each agree to indemnify and hold harmless the other party, its
respective affiliates, 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 and/or 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.
12. Limitation of Liability. UNDER 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.
13. Severability. In the event 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.
14. Waiver. The failure by either party to exercise any right, power, or privilege under the terms
of this Agreement will not be construed as a waiver of any subsequent or future exercise of
that right, power, or privilege or the exercise of any other right, power, or privilege.
15. Legal Fees. In 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.
16. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as
stated above. This Agreement may be entered into and is legal and binding both in the
United States and throughout Europe. The Parties each represent that they have the authority
to enter into this Agreement.
17. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed
by the State and/or Country in which both Parties do business. In the event that the Parties do
business in different States and/or Countries, this Agreement shall be governed by
__________________ law.
18. 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:
Principal
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
Agent
Signed: _____________________________________
Name: _____________________________________
Date: _____________________________________
