Agency Agreement - Template, Sample Form to Fill out Pro · NG-law

AGENCY AGREEMENT

THIS AGENCY AGREEMENT (this "Agreement") is made this ________ (the "Effective Date").

BETWEEN

________, of the following address:

________

(hereinafter referred to as the "Principal", which expression shall, where the context so admits, include its successors-in-title, personal representatives and permitted assigns) of the first part;

AND

________, of the following address:

________

(hereinafter referred to as the "Agent", which expression shall, where the context so admits, include its successors-in-title, personal representatives and permitted assigns) of the other part.

The Principal and the Agent may each be referred to individually as a "Party" and collectively as the "Parties".

WHEREAS:

A. The Principal is engaged in the following business:

________

B. The Principal has agreed to appoint the Agent as its lawful agent and representative to provide the services described in this Agreement.

C. The Agent has agreed to accept the said appointment and to provide the services described in this Agreement upon the terms and conditions set out herein.

NOW, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

§1. APPOINTMENT

1.1 The Principal hereby appoints the Agent to act as its exclusive agent to provide the following services in accordance with the terms and conditions of this Agreement (the "Services"):

________

1.2 The Principal acknowledges that the lawful acts of the Agent, done within the scope of the authority conferred under this Agreement, shall be binding on the Principal, provided that the Agent shall at all times act in good faith, within the scope of its authority and in accordance with the terms of this Agreement.

§2. SCOPE OF AUTHORITY

2.1 The Agent is hereby granted limited authority to act in the following manner:

________

2.2 The Agent shall not exceed the authority expressly conferred by this Agreement and shall not pledge the credit of the Principal nor incur any liability on behalf of the Principal save as expressly authorised in writing.

§3. OBLIGATIONS OF THE AGENT

In discharging its functions and duties under this Agreement, the Agent shall:

(i) act on behalf of and subject to the lawful control of the Principal;

(ii) act in the best interest of the Principal and with the utmost good faith;

(iii) act strictly within its scope of authority;

(iv) perform the Services diligently, honestly and with reasonable skill and care;

(v) avoid any conflict of interest and not make any secret profit;

(vi) render proper accounts to the Principal in respect of all monies, goods and property received on behalf of the Principal; and

(vii) disclose to the Principal all relevant information, including but not limited to any documents, materials or other information regarding the Services.

§4. GEOGRAPHICAL AREA

The Agent shall be authorised to provide the Services within the following geographical location:

________

§5. DURATION

This Agreement shall commence on ________ and shall continue in force until ________, unless earlier terminated in accordance with the provisions of this Agreement. Upon expiry, this Agreement shall renew automatically for successive periods of ________ until terminated by either Party in accordance with §13.

§6. COMPENSATION

6.1 As compensation for all the Services provided by the Agent, the Agent shall be entitled to an hourly fee of ₦________ (________).

6.2 The compensation shall be paid by ________.

6.3 All sums payable under this Agreement are exclusive of any applicable Value Added Tax, which (where chargeable under the Value Added Tax Act) shall be borne by the Principal, and shall be subject to deduction of withholding tax where required under the Companies Income Tax Act or the Personal Income Tax Act (as applicable).

6.4 If any compensation payable under this Agreement is not paid within the period it falls due, the Principal shall be liable to a late payment charge of ₦________ (________) for each day during which the default continues.

§7. EXPENSES

The Agent shall be reimbursed all incidental and out-of-pocket expenses reasonably incurred on behalf of the Principal, provided that all such expenses are authorised in writing by the Principal prior to being incurred and are supported by appropriate receipts and vouchers.

§8. INSURANCE

For the duration of this Agreement, the Agent shall procure and maintain the following insurance:

________

§9. INTELLECTUAL PROPERTY OWNERSHIP

The Agent hereby acknowledges that the Principal retains the sole and exclusive ownership of any trademark, trade name, copyright, design or any other intellectual property belonging to or associated with the Principal which the Agent may utilise in providing the Services under this Agreement, and the Agent acquires no right, title or interest therein.

§10. EXCLUSIVITY

The Agent agrees to act exclusively for the Principal and shall not, at any time during the term of this Agreement, engage in or conduct any related business transaction with any party other than the Principal without the Principal's prior written consent.

§11. RELATIONSHIP OF THE PARTIES

The Parties acknowledge and agree that this Agreement does not create an employment relationship between the Principal and the Agent, and the Agent acts as an independent contractor for the duration of this Agreement. Nothing in this Agreement shall be construed to create a partnership or joint venture between the Parties.

§12. NON-COMPETITION

12.1 During the term of this Agreement, and for a period of ________ after its termination, the Agent undertakes not to directly or indirectly engage in any competition with the Principal's business within ________, including but not limited to:

(i) engaging in a competing business as an owner, agent or partner;

(ii) becoming an employee, director, adviser or independent contractor of, or working directly or indirectly for, any third party engaged in a business similar to that of the Principal; and

(iii) using any business, confidential or trade secret information belonging to the Principal to obtain a competitive advantage over the Principal's business.

12.2 The Agent further undertakes not to solicit, attempt to solicit or procure business from any client or customer of the Principal, nor to entice away any employee, independent contractor or service provider of the Principal.

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§13. TERMINATION

13.1 This Agreement shall terminate on ________ (the "Expiration Date"). Where a Party wishes to terminate this Agreement before the Expiration Date, that Party may do so by giving ________ written notice to the other Party prior to the Expiration Date.

13.2 Where this Agreement is renewed, it may be terminated at any time by either Party upon giving ________ written notice to the other Party.

13.3 Either Party may terminate this Agreement with immediate effect by written notice where the other Party commits a material breach which (if capable of remedy) is not remedied within ________ of written notice requiring remedy, or where the other Party becomes insolvent, is wound up or has a receiver or manager appointed over its assets.

13.4 Upon termination, the Agent shall forthwith account to and pay over to the Principal all monies and deliver up all property, documents and confidential information belonging to the Principal.

§14. CONFIDENTIALITY OBLIGATIONS

14.1 The Parties acknowledge that, by virtue of this Agreement, the Agent may have access to non-public confidential information and trade secret information regarding the business operation of the Principal. The Agent agrees that such information is valuable and agrees to maintain its confidential nature.

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(i) is established by written records to be already known to the Agent or to the public at the time of disclosure;

(ii) enters the public domain through no fault of the Agent;

(iii) is given by the Principal to third parties without restriction;

(iv) is given to the Agent by a third party lawfully in possession of such information and having the legal right to disclose it; or

(v) is required by law, regulation or order of a court of competent jurisdiction to be disclosed.

14.3 The Agent hereby agrees:

(i) to take all proper and reasonable measures to ensure the confidentiality of the confidential information;

(ii) not to make public, publish or otherwise disclose, in whole or in part, any information relating to the business dealings or other matters relating to this Agreement without the express written consent of the Principal; and

(iii) not to use the confidential information for any purpose other than the provision of the Services.

14.4 Where the Agent processes any personal data on behalf of the Principal, the Agent shall comply with the Nigeria Data Protection Act 2023 and all applicable regulations made thereunder, and shall implement appropriate technical and organisational measures to safeguard such personal data.

14.5 The obligations under this §14 shall survive the termination or expiry of this Agreement and shall continue in force for so long as the information remains confidential or a trade secret.

§15. FORCE MAJEURE

15.1 No Party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay is caused by force majeure, which means any circumstance:

(i) which is beyond the Party's reasonable control;

(ii) which such Party could not reasonably have avoided or overcome; and

(iii) which is not attributable to the other Party.

15.2 Without prejudice to the generality of the foregoing, force majeure shall include war, hostilities or invasion; rebellion, terrorism, revolution, insurrection or usurped power; riot, civil disorder, epidemic, pandemic, natural disaster or any act of government which may reasonably affect the ability of a Party to perform its obligations under this Agreement.

15.3 The affected Party shall notify the other Party promptly of the occurrence of the force majeure event. Where such event continues for a period exceeding ________, either Party may terminate this Agreement by written notice without liability.

§16. DISPUTE RESOLUTION AND ARBITRATION

16.1 The Parties shall use their best endeavours to amicably negotiate and settle any dispute or difference arising out of or in connection with this Agreement.

16.2 Any dispute which cannot be amicably resolved within ________ shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023 or any statutory re-enactment or modification thereof.

16.3 The arbitral tribunal shall consist of ________ arbitrator(s) appointed in the following manner:

________

16.4 The seat and venue of the arbitration shall be ________, and the proceedings shall be conducted in the English language.

16.5 Each Party shall bear its own costs and expenses in relation to the arbitration, save where the tribunal makes an award as to costs against a particular Party.

16.6 The award of the tribunal shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.

§17. NOTICES

17.1 All notices or communications under this Agreement shall be in writing and delivered to the addresses set out below:

Principal: ________

Agent: ________

17.2 A notice shall be deemed duly given:

(i) if sent by personal delivery, upon delivery at the address of the relevant Party;

(ii) if sent by courier service, upon receipt of confirmation of delivery; and

(iii) if sent by electronic mail, upon receipt of confirmation of transmission to the recipient's designated email address.

17.3 Either Party may designate a different address by giving written notice to the other Party.

§18. ASSIGNMENT

Neither Party shall assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party. Any purported assignment in breach of this clause shall be null and void.

§19. SEVERABILITY

19.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

19.2 The Parties shall, in good faith, negotiate to replace any such invalid, illegal or unenforceable provision with a valid provision that achieves, to the greatest extent possible, the original intention of the Parties.

§20. WAIVER

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy, nor shall any single or partial exercise of any right, power or remedy preclude any further exercise thereof. Any waiver must be in writing and signed by the Party granting it.

§21. ENTIRE AGREEMENT

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

§22. VARIATION

No variation or amendment of this Agreement shall be effective unless reduced into writing and signed by or on behalf of both Parties.

§23. APPLICABLE LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, and subject to §16, the Parties submit to the jurisdiction of the courts of ________.

§24. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement are cumulative and shall not be construed as exclusive of one another or of any rights conferred by law, except as otherwise expressly provided.

§25. FURTHER ASSURANCE

The Parties shall execute and deliver all such documents and take all such actions and steps as may be necessary or incidental to give full effect to the provisions of this Agreement.

§26. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first above written.

SIGNED by the within-named Principal

________

____________________

in the presence of:

Name .................................................................................................................

Address .............................................................................................................

Occupation ........................................................................................................

Signature............................................................................................................

SIGNED by the within-named Agent

________

____________________

in the presence of:

Name .................................................................................................................

Address .............................................................................................................

Occupation ........................................................................................................

Signature............................................................................................................