This Agency Agreement (“Agreement”) is made and entered into as of [Effective Date], by and between:

[Principal Name], a [type of legal entity, e.g., corporation, limited liability company, partnership, or individual], organized and existing under the laws of [Jurisdiction], having its principal place of business at [Principal Address] (“Principal”);

and

[Agent Name], a [type of legal entity, e.g., corporation, limited liability company, partnership, or individual], organized and existing under the laws of [Jurisdiction], having its principal place of business at [Agent Address] (“Agent”).

WHEREAS, Principal desires to appoint Agent, and Agent is willing to accept appointment, to act as Principal’s agent for the purposes and upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows:

1. Appointment and Scope of Authority

   1. Principal hereby appoints Agent as its exclusive/non-exclusive agent within the territory of [Territory] for the purpose of [Description of Scope and Purpose], and Agent hereby accepts such appointment subject to the terms and conditions of this Agreement.

   2. Agent shall have the authority to solicit and secure orders for the Products/Services as specified by Principal from time to time, and to represent Principal in dealings with customers within the Territory, subject to the Principal’s approval and oversight.

   3. Agent shall not have the authority to bind, commit, or otherwise obligate Principal to any contract or agreement with third parties, except as expressly authorized in writing by Principal.

   4. Principal may, at its discretion, modify the scope of Agent’s authority by giving [number of days] days’ written notice to Agent, and such modifications shall be effective upon the expiry of such notice period.

   5. The relationship of the parties is that of independent contractors; nothing in this Agreement shall be construed to create a partnership, joint venture, employment or franchise relationship between the parties.

   6. Agent shall not appoint sub-agents or representatives with authority to act on behalf of Principal without Principal’s prior written consent.

   7. Agent’s authority is limited to the scope expressly set forth herein and as may be further detailed in written instructions from Principal.

2. Duties and Obligations of the Agent

   1. Agent shall diligently promote, market, and sell the Products/Services within the Territory to the best of its abilities and in accordance with the policies and guidelines provided by Principal.

   2. Agent shall promptly communicate all relevant information, inquiries, and correspondence from customers and potential customers to Principal.

   3. Agent shall maintain accurate and up-to-date records of all transactions, communications, and activities undertaken pursuant to this Agreement, and shall provide such records to Principal upon request.

   4. Agent shall not make any representations, warranties, or commitments with respect to the Products/Services other than those expressly authorized in writing by Principal.

   5. Agent shall refrain from engaging in any conduct or practice that may be detrimental to the interests, reputation, or goodwill of Principal.

   6. Agent shall comply with all reasonable instructions and directives issued by Principal concerning the performance of Agent’s duties under this Agreement.

   7. Agent shall promptly inform Principal of any complaints, claims, or disputes arising from its activities pursuant to this Agreement, and shall cooperate fully in the resolution thereof.

3. Duties and Obligations of the Principal

   1. Principal shall provide Agent with all necessary information, documentation, promotional materials, and support required for the proper performance of Agent’s duties under this Agreement.

   2. Principal shall respond promptly and in good faith to all communications, inquiries, and requests for assistance from Agent.

   3. Principal shall process and fulfill all orders procured by Agent in a timely and professional manner, subject to Principal’s standard terms of sale and approval processes.

   4. Principal shall pay Agent all commissions, fees, or other remuneration in accordance with the terms and conditions set forth in this Agreement.

   5. Principal shall notify Agent in writing of any changes to its products, services, pricing, or policies that may impact the Agent’s activities under this Agreement.

   6. Principal shall bear responsibility for any warranties, guarantees, or after-sales services relating to the Products/Services, except as otherwise expressly provided herein.

   7. Principal shall indemnify Agent for any direct losses or damages suffered as a result of Principal’s gross negligence or willful misconduct in connection with this Agreement, subject to the limitations set forth herein.

4. Representations and Warranties

   1. Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement.

   2. Each party warrants that the execution, delivery, and performance of this Agreement do not and will not violate any agreement or obligation by which it is bound.

   3. Agent represents and warrants that it holds all licenses, permits, and authorizations necessary to carry out its duties under this Agreement.

   4. Principal represents and warrants that it has the right to market, distribute, and sell the Products/Services as contemplated in this Agreement.

   5. Each party represents and warrants that it is not subject to any pending or threatened claim, litigation, or government investigation that could adversely affect its performance under this Agreement.

   6. Each party warrants that it shall perform its obligations hereunder in compliance with all applicable laws and regulations.

   7. No warranty or representation is made other than as expressly set forth in this Agreement; all other warranties, express or implied, are hereby disclaimed to the fullest extent permitted by law.

5. Remuneration and Payment Terms

   1. Principal shall pay Agent remuneration in the form of [commission, fixed fee, or other agreed method], calculated as [percentage/%] of [net sales/gross sales/other basis], subject to the terms set forth herein.

   2. Remuneration shall be payable within [number] days after the end of each calendar month/quarter in which sales are made, upon submission by Agent of an accurate and detailed statement of account.

   3. Principal shall provide Agent with a written statement detailing amounts due, together with supporting documentation, within [number] days of each payment period.

   4. Any expenses incurred by Agent in connection with the performance of its duties hereunder shall be reimbursed by Principal only if such expenses are pre-approved in writing and accompanied by proper receipts.

   5. Remuneration shall be subject to applicable withholding taxes or deductions as required by law. The parties shall cooperate in completing any necessary documentation for tax purposes.

   6. If Agent disputes any payment or statement rendered by Principal, Agent shall notify Principal in writing within [number] days of receipt, specifying the nature of the dispute. The parties shall cooperate to resolve any such dispute in good faith.

   7. No remuneration shall be payable to Agent on sales orders that are not accepted, fulfilled, or are subsequently cancelled or refunded by Principal.

6. Term and Termination

   1. This Agreement shall commence on the Effective Date and shall continue in effect for a period of [initial term, e.g., one (1) year], unless terminated earlier in accordance with this section.

   2. Either party may terminate this Agreement at any time, with or without cause, by giving the other party not less than [number] days’ prior written notice.

   3. Principal may terminate this Agreement with immediate effect if Agent breaches any material term of this Agreement and fails to cure such breach within [number] days after receiving written notice.

   4. Agent may terminate this Agreement with immediate effect in the event that Principal fails to fulfill any material obligation under this Agreement and does not cure such failure within [number] days after receiving written notice.

   5. Upon termination or expiration of this Agreement, Agent shall cease all use of Principal’s name, trademarks, and materials, and shall promptly return to Principal all confidential information, promotional materials, and documentation.

   6. Termination shall not affect the rights or obligations of either party that have accrued prior to the effective date of termination, including the right to receive remuneration for sales completed prior to termination.

   7. Upon termination, Agent shall cooperate with Principal to facilitate an orderly transition of any ongoing matters, and Principal shall pay all amounts due to Agent in accordance with this Agreement.

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