Agent-Friendly Agency Agreement Template

In this Agreement, unless the context otherwise requires, the following capitalized terms shall have the meanings set out below.

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of more than 50 percent of the voting interests of an entity or the power to direct its management and policies.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [city/jurisdiction].

"Commission" means the remuneration payable to the Agent pursuant to this Agreement, calculated at the Commission Rate on the Net Invoice Value of Customer Contracts.

"Commission Rate" means [percentage]% or such higher rate as the Parties may agree in writing.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Agreement, including pricing, customer lists, business plans, technical data and the terms of this Agreement, that is marked as confidential or would reasonably be understood to be confidential.

"Customer" means any person or entity located in, or having its principal place of business or purchasing office in, the Territory that purchases or is solicited to purchase Products, including any person or entity listed in the Principal's customer records as of the Effective Date.

"Customer Contract" means any contract for the sale or supply of Products between the Principal and a Customer, whether concluded by the Agent on the Principal's behalf, directly by the Principal, or otherwise, during the Term.

"Intellectual Property Rights" means patents, trademarks, service marks, trade names, copyrights, design rights, database rights, know-how, trade secrets and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

"Net Invoice Value" means the total amount invoiced to a Customer for Products under a Customer Contract, excluding sales taxes, value added taxes, customs duties, freight and insurance separately itemized on the invoice, and excluding only those credit notes actually issued for Products returned in accordance with the Principal's written return policy.

"Order" means any offer, purchase order or request to purchase Products obtained, solicited or received from a Customer.

"Products" means the goods and related services of the Principal described as [description of Products and services], as updated from time to time by written agreement of the Parties.

"Term" means the Initial Term together with any Renewal Term, each as defined in this Agreement, until the date of expiry or termination of this Agreement.

"Territory" means [geographic territory description], together with any additional area agreed by the Parties in writing.

"Trademarks" means the trademarks, logos, trade names and brand identifiers of the Principal used in connection with the Products, as notified to the Agent from time to time.

Headings are for convenience only and do not affect interpretation. References to the singular include the plural and vice versa; "including" means "including without limitation"; and references to "writing" include email but exclude any other form of electronic messaging unless expressly agreed. References to Sections are to sections of this Agreement.

This Agreement constitutes the entire body of terms governing the relationship between the Parties. No annex or schedule forms part of it, and all terms requiring specification are set out in the body of this Agreement.

The Principal hereby appoints the Agent, and the Agent hereby accepts appointment, as the Principal's sole and exclusive sales agent for the promotion, negotiation and conclusion of Customer Contracts for the Products in the Territory during the Term, upon the terms of this Agreement.

During the Term, the Principal shall not, and shall procure that its Affiliates shall not, directly or indirectly, appoint any other agent, distributor, reseller, representative or intermediary for the Products in the Territory, nor sell, offer to sell or solicit Orders for the Products to any Customer in the Territory other than through the Agent.

Without limiting the preceding Section, the Principal shall not conclude any Customer Contract with a Customer other than through the Agent. Where the Principal receives any enquiry, Order or approach from a Customer or prospective Customer, it shall refer such enquiry, Order or approach to the Agent within [number] Business Days, and any resulting Customer Contract shall be treated as concluded through the Agent for all purposes of this Agreement, including the Agent's entitlement to Commission.

The Principal acknowledges that the Agent's exclusivity is a fundamental inducement for the Agent's investment of time, personnel and resources, and that any breach by the Principal of this Section 2 constitutes a material breach of this Agreement.

The Agent is not restricted from representing, promoting or selling products of third parties, provided that the Agent shall not, during the Term, actively promote in the Territory any product that is directly competing with the Products as specified in [description of competing products] without the Principal's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

The Agent acts as an independent contractor and shall be free to determine the manner, means, hours and personnel by which it performs its obligations, subject to the express terms of this Agreement. Nothing herein creates an employment, partnership or joint venture relationship between the Parties.

The Agent may appoint sub-agents or engage subcontractors to assist in performing its obligations in the Territory upon prior written notice to the Principal, and shall remain responsible for their acts and omissions. The Principal shall not unreasonably object to such appointment.

The Territory is the exclusive area within which the Agent shall perform its activities under this Agreement. The Principal shall not alter, reduce or subdivide the Territory, or add Products to or remove Products from the scope of this Agreement, without the Agent's prior written consent.

All Customers, whether existing as of the Effective Date or acquired during the Term, shall be deemed to fall within the Agent's exclusive remit. Within [number] days after the Effective Date, the Principal shall deliver to the Agent a complete and accurate list of its existing Customers and active prospects in the Territory, and shall update such list at least [quarterly/monthly] during the Term.

The Parties acknowledge that existing Customers in the Territory as of the Effective Date shall be treated as Customers for the purposes of Commission from the Effective Date, notwithstanding that the Agent did not procure the original relationship, and that the Agent shall be entitled to Commission on all Customer Contracts with such Customers.

Where a Customer located in the Territory places an Order for Products to be delivered or used outside the Territory, or where a Customer located outside the Territory places an Order for Products to be delivered or used within the Territory, such Order shall be treated as falling within the Territory for the purposes of Commission, unless the Parties agree otherwise in writing.

The Agent shall not actively solicit Orders from customers located outside the Territory without the Principal's prior written consent, provided that the Agent shall be entitled to Commission on any Customer Contract concluded through the Agent's efforts with such customers where the Principal has so consented.

Where a Customer is a multinational or group enterprise whose purchasing decisions are made outside the Territory, the Parties shall negotiate in good faith to determine appropriate Commission treatment, and pending agreement the Agent shall be entitled to Commission on all Products supplied to such Customer's establishments within the Territory.

The Agent is authorized, on behalf of and in the name of the Principal, to solicit Orders, negotiate the terms of sale and conclude Customer Contracts with Customers in the Territory, in each case within the limits set out in this Section 4 and in accordance with the Principal's price list and standard terms of sale as notified in writing to the Agent from time to time (the "Authorized Terms").

The Agent may agree to prices, discounts and payment terms deviating from the Authorized Terms by up to [percentage]% without the Principal's prior approval. For any deviation exceeding that limit, or any Customer Contract with an Net Invoice Value exceeding [amount], the Agent shall seek the Principal's prior written approval, which the Principal shall grant or refuse within [number] Business Days, failing which approval shall be deemed given.

The Agent has no authority to: (a) make any representation or warranty concerning the Products beyond those contained in the Principal's published specifications and Authorized Terms; (b) incur any liability on behalf of the Principal other than under Customer Contracts concluded in accordance with this Section; or (c) borrow money or encumber the assets of the Principal.

Any Customer Contract concluded by the Agent within the authority granted herein shall bind the Principal as if concluded directly by the Principal. The Principal shall ratify, and shall not be entitled to repudiate, any Customer Contract concluded by the Agent within its actual or apparent authority.

The Agent has no authority to collect payments on behalf of the Principal unless the Principal so authorizes in writing. If so authorized, the Agent shall remit such sums within [number] Business Days and shall hold them on trust for the Principal pending remittance.

The Principal may restrict or extend the Agent's authority only by written notice, and no restriction shall apply retroactively to Customer Contracts concluded or under negotiation at the time of the notice, nor reduce the Agent's entitlement to Commission.

The Principal shall, upon request, issue to the Agent a written confirmation of its authority for presentation to Customers, and shall promptly notify Customers of the Agent's appointment where reasonably required by the Agent.

The Agent shall use reasonable efforts to promote the Products and to solicit Orders from Customers in the Territory, and shall act with due skill, care and diligence and in good faith in performing its obligations under this Agreement.

The Agent shall comply with the Principal's reasonable and lawful instructions concerning the Products, provided that such instructions are consistent with this Agreement, do not unreasonably interfere with the Agent's independence and do not materially increase the Agent's costs or obligations without the Principal's agreement to reimburse them.

The Agent shall keep the Principal reasonably informed of its activities by delivering a [monthly/quarterly] written report summarizing material sales activities, prospects and relevant market developments in the Territory. The Agent shall not be required to disclose the identity of its sub-agents' commercial arrangements or its own internal costs and margins.

The Agent shall promptly forward to the Principal each Order obtained, together with all relevant details, and shall promptly notify the Principal of any material complaint from a Customer of which it becomes aware.

The Agent shall bear its own costs of maintaining its office, personnel and ordinary operations, subject to the Principal's obligations in Section 10, and shall comply with all laws applicable to the Agent's activities in the Territory, including those relating to anti-bribery, anti-corruption and sanctions.

The Agent shall not make any false or misleading statement concerning the Principal or the Products, and shall not use any promotional material that has not been supplied or approved by the Principal, such approval not to be unreasonably withheld or delayed.

The Agent does not guarantee any minimum volume of sales, and its failure to achieve any particular level of sales shall not constitute a breach of this Agreement unless the Parties have agreed in writing to a minimum target, and then only where the Principal has complied with all of its own obligations.

The Principal shall supply the Agent, free of charge and in a timely manner, with all catalogs, samples, price lists, specifications, technical documentation, training and other materials and information reasonably necessary for the Agent to perform its obligations under this Agreement, and shall update such materials promptly upon any change.

The Principal shall ensure that the Products are of satisfactory quality, conform with their specifications, are fit for their intended purpose, and comply with all laws and regulations applicable to their manufacture, marketing and sale in the Territory, and that all necessary licenses, permits, registrations and approvals for such sale are obtained and maintained at the Principal's cost.

The Principal shall have sufficient capacity, stock and resources to supply Products to meet Orders obtained by the Agent in the ordinary course. The Principal shall notify the Agent without delay if it anticipates that it will be unable to fulfill Orders, or any Order, in whole or in part, or within the agreed delivery periods.

The Principal shall promptly notify the Agent of any material change in the Authorized Terms, prices, availability, specifications or discontinuation of the Products, giving at least [number] days' prior written notice of any price change, which shall not apply to Orders obtained or under negotiation before the notice takes effect.

The Principal shall give the Agent all information necessary to calculate Commission, including copies of all Customer Contracts, invoices and payment records, and shall promptly notify the Agent of any Order, enquiry or sale in the Territory that it receives directly.

The Principal shall not do or omit to do anything that would reasonably be expected to interfere with, or prejudice, the Agent's performance or its entitlement to Commission, including by diverting Customers or business, or by delaying or refusing to process Orders without justified reason.

The Principal shall be responsible for the performance of all Customer Contracts, including delivery, invoicing, warranty, after-sales service and collection of sums owed by Customers, and shall carry appropriate product liability and commercial general liability insurance of not less than [amount] per claim.

The Agent shall submit to the Principal each Order negotiated or obtained by it on behalf of the Principal. Where an Order is within the Agent's authority under Section 4, the Customer Contract shall be concluded upon the Agent's written or oral acceptance of the Order on behalf of the Principal, without further action by the Principal.

Where an Order is outside the Agent's authority, the Agent shall submit it to the Principal, who shall accept or reject it in writing within [number] Business Days of receipt. Failure to respond within that period shall constitute acceptance of the Order.

The Principal may reject an Order only on reasonable grounds, being: (a) the Customer's documented insolvency or unsatisfactory credit standing; (b) the Order being contrary to applicable law or sanctions; or (c) the Principal's genuine inability to supply the Products. The Principal shall provide written reasons for any rejection within the period stated above.

An Order shall be deemed "accepted" for the purposes of this Agreement at the earliest of: (i) the Agent's acceptance within its authority; (ii) the Principal's written acceptance; (iii) the lapse of the period for response under this Section; and (iv) the Principal's commencement of performance, including shipment or invoicing.

The Principal shall perform each accepted Customer Contract in accordance with its terms. Each Customer Contract is made between the Principal and the Customer alone, and the Agent shall not be a party to or liable under any Customer Contract.

The Principal shall promptly deliver to the Agent a copy of each order acknowledgment, invoice and notice of delivery relating to each Customer Contract, and shall inform the Agent without delay of any amendment, cancellation or termination of a Customer Contract.

The Agent shall be entitled to Commission on the Net Invoice Value of every Customer Contract concluded during the Term, whether the Customer Contract was concluded by the Agent, by the Principal directly or by any third party, and regardless of whether the Agent was involved in the specific transaction, given the exclusive nature of the appointment.

The Agent's right to Commission on any Customer Contract shall be earned and shall accrue in full when the Order giving rise to the Customer Contract is accepted in accordance with Section 7, and shall not be conditional on the Principal's performance of the Customer Contract, delivery of Products, invoicing or receipt of payment from the Customer.

The Commission shall be calculated by applying the Commission Rate to the Net Invoice Value of the Customer Contract. Where the Net Invoice Value cannot be determined at acceptance, the Commission shall be calculated on the estimated value reasonably determined by the Parties and adjusted when the final value is known.

Where a Customer Contract is amended after acceptance so as to increase the quantity or value of Products, the Agent shall be entitled to additional Commission on the increase. Where a Customer Contract is cancelled or reduced for reasons attributable to the Principal, including its failure to supply, the Agent's Commission shall remain payable in full.

The Agent's entitlement to Commission shall be reduced or extinguished only where it is established that the Customer Contract will not be performed, and that such non-performance is due to a circumstance for which the Principal is not responsible, and solely in respect of Commission already paid, to the extent that the non-performance is final and the Customer has not paid, provided that the Principal shall promptly notify the Agent of such circumstance. In any such case any Commission paid shall be refunded only to the extent of non-payment for the unperformed portion, within [number] days of written notice with supporting evidence.

The Agent shall be entitled to Commission at the Commission Rate on Customer Contracts relating to any new products added to the Products or any renewal, extension or repeat Order under an existing Customer Contract, concluded during the Term.

The Commission Rate shall not be reduced during the Term other than by written agreement signed by the Agent. The Commission is stated exclusive of any value added or sales tax, which shall be added where applicable and payable by the Principal.

The Principal shall pay all accrued Commission to the Agent monthly in arrears, within [number] days after the end of each calendar month in which the Commission was earned, in [currency], by bank transfer to the account designated by the Agent in writing, without set-off, deduction or counterclaim except as expressly provided in this Agreement.

Together with each payment, and in any event within [number] days after the end of each calendar month, the Principal shall deliver to the Agent a written statement setting out, for the relevant month, each Customer Contract concluded, the Customer, the Products, the Net Invoice Value, the applicable Commission Rate and the Commission due.

If the Principal fails to pay any amount when due, interest shall accrue on the overdue amount at the rate of [percentage]% per annum above [reference rate], from the due date until payment in full, both before and after judgment, without prejudice to the Agent's other rights and remedies.

The Principal shall maintain complete and accurate books and records relating to all Orders, Customer Contracts, sales, returns and payments in the Territory for at least [number] years after the end of the calendar year to which they relate.

The Agent, or an independent accountant appointed by it, may inspect and take copies of the books and records of the Principal relating to the Territory, upon [number] Business Days' notice during normal business hours, not more than [number] times per calendar year, in order to verify the Commission statements. The Agent may also request any extract of such books as may be necessary for that purpose.

If an audit reveals an underpayment, the Principal shall pay the shortfall with interest in accordance with this Section within [number] days. If the underpayment exceeds [percentage]% of the Commission properly due for the audited period, the Principal shall also bear the reasonable costs of the audit.

Any dispute regarding a Commission statement shall not entitle the Principal to withhold the undisputed portion of the Commission. The Principal shall pay the undisputed amount when due and the Parties shall seek to resolve the disputed amount under Section 17.

The Principal shall reimburse the Agent for all reasonable and properly documented out-of-pocket expenses incurred by the Agent at the Principal's request or with its prior written approval, including [travel, sample delivery, trade-fair and promotional costs], within [number] days after submission of an invoice.

Except as provided in the preceding Section, the Agent shall bear its own general operating expenses incurred in performing its obligations under this Agreement, and the Commission shall not be reduced by such expenses.

The Principal shall indemnify, defend and hold harmless the Agent, its Affiliates, and their respective officers, directors, employees and sub-agents from and against any and all claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with: (a) any defect in, or non-conformity of, the Products, or any product liability claim; (b) the Principal's failure to perform any Customer Contract; (c) any claim that the Products or the Principal's materials infringe the rights of a third party; (d) the Principal's breach of this Agreement or applicable law; or (e) any act or statement of the Agent made in accordance with the Principal's instructions, the Authorized Terms or the information supplied by the Principal.

The Agent shall indemnify the Principal against third-party claims to the extent directly caused by the Agent's gross negligence, willful misconduct or its acts outside the scope of its authority under this Agreement, subject to the limitations set out in Section 13.

A Party seeking indemnification shall give the other prompt written notice of the claim, provided that any delay shall relieve the indemnifying Party only to the extent that it is actually prejudiced. The indemnifying Party shall control the defense, but shall not settle any claim imposing any obligation or admission on the indemnified Party without its prior written consent.

The Principal shall be solely responsible for all taxes, duties, levies and charges imposed on the Products and on the Customer Contracts. The Agent shall be responsible solely for taxes on its own income. Where applicable, the Principal shall increase the Commission to ensure that the Agent receives the full amount of the Commission after any withholding required by law, unless the Agent is entitled to a tax credit for such withholding.

As between the Parties, all Intellectual Property Rights in the Products, the Trademarks and the Principal's materials remain the exclusive property of the Principal or its licensors. Nothing in this Agreement transfers ownership of any such rights to the Agent.

The Principal grants the Agent, for the Term, a non-exclusive, royalty-free, non-transferable (except to permitted sub-agents) license to use the Trademarks and the Principal's materials in the Territory solely for the purpose of promoting and selling the Products in accordance with this Agreement.

The Agent shall use the Trademarks in accordance with the Principal's reasonable written brand guidelines provided to it, and shall not register or seek to register any Trademark, or any confusingly similar mark or domain name, in its own name.

The Principal represents and warrants that it has full right and authority to grant the license in this Section and to supply the Products, and that the Products, the Trademarks and the Principal's materials, and their use as permitted herein, do not and will not infringe the Intellectual Property Rights of any third party.

If any claim of infringement is made or threatened against the Agent, the Principal shall, at its own cost, defend the claim in accordance with Section 10 and shall, at its option, procure the right for the Agent to continue its activities, modify the relevant item so that it is non-infringing, or replace it, without prejudice to the Agent's other rights.

Any goodwill arising from the Agent's use of the Trademarks shall accrue to the Principal. All customer relationships, contact data and records developed by the Agent for its own business purposes, which are not Principal's Confidential Information, and the Agent's own trade names, systems and know-how, remain the Agent's property.

Upon expiry or termination of this Agreement, and subject to Section 15, the Agent shall cease use of the Trademarks, except as reasonably required to complete pending Customer Contracts or to exercise its rights to Commission, and may retain archival copies of materials necessary to document its entitlements.

Each Party shall keep the other Party's Confidential Information strictly confidential, shall use it solely for the purposes of performing or enforcing this Agreement, and shall not disclose it to any third party except as permitted in this Section.

A Party may disclose Confidential Information to its Affiliates, directors, employees, sub-agents, professional advisers, auditors, insurers and financing sources who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those contained herein. The disclosing Party shall be responsible for their compliance.

Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully known to the receiving Party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the other Party's Confidential Information.

A Party may disclose Confidential Information to the extent required by law, court order or a competent regulatory authority, provided that, where lawful, it gives the other Party prompt prior notice and cooperates reasonably in seeking protective treatment.

Information concerning Customers, including their identity, contact details and purchasing requirements, that the Agent obtains through its own efforts or independently of the Principal, shall be considered the Agent's Confidential Information as well as that of the Principal, and the Agent shall be free to use it, following the termination of this Agreement, subject to the Agent's rights and obligations under Section 15 and applicable law.

Upon written request following expiry or termination of this Agreement, each Party shall return or destroy the other Party's Confidential Information, except for copies that it is required to retain by law or by its bona fide document retention policies, or that are needed to evidence its rights hereunder, which shall remain subject to this Section.

The obligations in this Section shall survive for [number] years after the expiry or termination of this Agreement, and indefinitely in respect of trade secrets for so long as they remain trade secrets.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited by applicable law, including liability for fraud, willful misconduct, death or personal injury caused by negligence, or the Principal's obligation to pay Commission and any other sums due under this Agreement.

Subject to the preceding Section, neither Party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of goodwill, arising out of or in connection with this Agreement, whether in contract, tort or otherwise.

Subject to the first Section hereof, the total aggregate liability of the Agent to the Principal arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the lesser of: (a) the total Commission actually received by the Agent in the [12] months preceding the event giving rise to the claim; and (b) [amount].

The limitations in this Section shall not apply to the Principal's liability to pay Commission or compensation due to the Agent, to the Principal's indemnification obligations under Section 10, or to the Principal's liability for loss of the Agent's Commission resulting from the Principal's breach of its exclusivity obligations under Section 2, all of which are agreed to be direct and recoverable losses.

The Agent shall not be liable for any loss arising from the acts or omissions of Customers, including their failure to pay or perform, or for the quality, delivery, performance or non-performance of the Products or any Customer Contract, the Agent having no responsibility for any of the foregoing.

No claim may be brought by the Principal against the Agent more than [number] months after the Principal became aware, or should reasonably have become aware, of the circumstances giving rise to the claim.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this Section, shall continue for an initial term of [number] years (the "Initial Term"). Thereafter, it shall renew automatically for successive periods of [number] years (each a "Renewal Term") unless either Party gives written notice of non-renewal at least [number] months before the end of the then-current term.

The Agent may terminate this Agreement for convenience at any time by giving the Principal not less than [number] months' prior written notice. The Principal may terminate this Agreement for convenience only after the Initial Term, by giving the Agent not less than [number, greater than the Agent's period] months' prior written notice.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party: (a) commits a material breach that is incapable of remedy; or (b) commits a material breach that is capable of remedy and fails to remedy it within [number] days (and in the case of the Principal's failure to pay Commission, within [number] days) after receiving written notice specifying the breach and requiring its remedy.

Either Party may terminate this Agreement immediately by written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, administration or any analogous proceeding, makes an assignment for the benefit of creditors, or ceases or threatens to cease to carry on business, provided that the Principal may exercise this right against the Agent only where the proceeding is not dismissed within [number] days.

The Agent may terminate this Agreement immediately by written notice if the Principal breaches its exclusivity obligations under Section 2, materially restricts the Agent's authority or the Territory without the Agent's consent, undergoes a change of control, or sells or transfers all or a substantial part of the business relating to the Products, in each case without having secured the assumption of this Agreement by the successor.

Termination or expiry shall not affect any rights, remedies, obligations or liabilities of the Parties accrued up to the date of termination or expiry, including the Agent's right to Commission. Sections 1, 8, 9, 10, 11 (to the extent stated), 12, 13, 15, 17 and 18, and any other provision intended to survive, shall survive termination or expiry.

Upon notice of termination, the Principal shall continue to accept Orders in accordance with this Agreement during the notice period, and the Agent shall be entitled to continue its activities and to receive Commission as provided herein.

Following expiry or termination of this Agreement for any reason, the Agent shall remain entitled to Commission on all Customer Contracts concluded during the Term, and on all Customer Contracts concluded after the termination date, as follows.

The Agent shall be entitled to Commission at the full Commission Rate on any Order accepted by the Principal within [number] months after the termination date (the "Tail Period"), where: (a) the Order was received mainly as a result of the Agent's efforts during the Term; or (b) the Order was received from a Customer in the Territory that the Agent had solicited, or with whom it was negotiating, before the termination date, or in respect of which an offer had been issued.

An Order received by the Principal or any successor within the Tail Period from a Customer for which the Agent had previously been engaged shall be presumed to result from the Agent's efforts, unless the Principal proves otherwise, and the Principal shall provide the Agent with full details of any such Order within [number] days of receipt.

Where Commission would be payable both to the Agent and to a successor agent in respect of the same Customer Contract, the Principal shall be liable to pay the Agent in full and shall bear any claim by the successor, unless equity requires that the Commission be shared.

The Principal shall pay the Agent all Commission due under this Section on the same terms as in Section 9, including statement and audit rights, which shall continue to apply throughout the Tail Period and for [number] months thereafter.

In addition to Commission, upon termination of this Agreement by the Principal other than for the Agent's uncured material breach, or by the Agent for the Principal's breach or as provided in Section 14, the Agent shall be entitled to compensation (an "Termination Payment") equal to [number] times the average annual Commission earned by the Agent during the [number] years preceding termination, in recognition of the goodwill and customer base developed for the Principal, which the Principal shall pay within [number] days after the termination date.

The Parties agree that the amounts payable under this Section are reasonable, constitute compensation for the Agent's loss and not a penalty, and are payable in addition to, and not in lieu of, any other remedies available for breach of this Agreement.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, to the extent that such failure or delay is caused by an event beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, governmental action, embargo, or general strike (a "Force Majeure Event"), and which could not have been prevented by reasonable precautions.

A Party affected by a Force Majeure Event shall promptly notify the other Party in writing, describing the event, its expected duration and its anticipated effect on performance, and shall use all reasonable efforts to mitigate its effects and to resume performance as soon as practicable.

A failure of the Principal's suppliers, or labor disputes limited to the Principal's own workforce, or the Principal's lack of funds or stock, shall not constitute a Force Majeure Event in respect of the Principal.

The Agent's right to Commission shall not be affected by a Force Majeure Event that prevents or delays the Principal's performance of a Customer Contract after the Order has been accepted, since Commission is earned upon acceptance in accordance with Section 8.

During any Force Majeure Event affecting the Principal, the Principal shall not be entitled to appoint any other agent or sell directly in the Territory, and the Term shall be extended by a period equivalent to the duration of the Force Majeure Event for the purposes of the Agent's exclusivity.

If a Force Majeure Event continues for more than [number] consecutive days, the Party not affected may terminate this Agreement by giving [number] days' written notice, and the provisions of Section 15 shall apply as if the Agreement had been terminated by the Principal, where the event affects the Principal.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict-of-laws rules.

The Parties shall first seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including its validity, breach or termination (a "Dispute"), through good-faith negotiations between senior executives of the Parties. Either Party may initiate such negotiations by written notice to the other.

If the Dispute is not resolved within [number] days after the notice referred to in the preceding Section, either Party may refer it to mediation in accordance with the rules of [mediation institution], before a single mediator, with the costs of the mediator being shared equally.

If the Dispute is not resolved by mediation within [number] days after the commencement of mediation, it shall be finally settled by arbitration under the rules of [arbitration institution] by [one/three] arbitrator(s). The seat of arbitration shall be [city, country], and the language of the arbitration shall be English.

The award of the arbitral tribunal shall be final and binding upon the Parties, and judgment upon it may be entered in any court of competent jurisdiction. The prevailing Party shall be entitled to recover its reasonable legal fees and costs from the other Party, as determined by the tribunal.

Nothing in this Section shall prevent either Party from seeking urgent interim or injunctive relief from any court of competent jurisdiction to protect its rights, including to enforce its confidentiality or Intellectual Property Rights, or the Agent's exclusivity, or from bringing an action to recover undisputed sums due.

The Parties shall continue to perform their respective obligations under this Agreement, including the payment of undisputed Commission, during the pendency of any Dispute.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, relating to it.

No amendment, variation or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver of that right.

Neither Party may assign, transfer or novate any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, except that the Agent may assign this Agreement to an Affiliate upon written notice. Any permitted assignment by the Principal shall be conditional on the assignee's written assumption of all of the Principal's obligations under this Agreement, including exclusivity and Commission obligations.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Any notice under this Agreement shall be in writing and delivered by hand, recognized international courier or email to the address of the receiving Party set out in this Agreement or such other address as notified in writing. Notices shall be deemed received upon delivery if by hand or courier, or on the next Business Day after transmission if by email without a delivery failure notice. The contact details for notices are: for the Principal, [name, address, email]; for the Agent, [name, address, email].

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that this Agreement has been duly authorized and constitutes its legal, valid and binding obligation, and that its execution does not conflict with any other agreement by which it is bound.

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together constitute one and the same instrument. This Agreement is made in the English language, which shall prevail over any translation.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement. Nothing in this Agreement confers any right on any third party who is not a Party to it.