Agency Agreement - Template Form to Create Word and PDF Pro · US-law
✓ Valid in United States · drafted to comply with local law
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AGENCY AGREEMENT
State of ________
This Agency Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:
________, a ________ (hereinafter referred to as the "Principal"), having a principal place of business at:
________
and ________, a ________ (hereinafter referred to as the "Agent"), having a principal place of business at:
________
The Principal and the Agent may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Principal is engaged in the business of the following:
________
WHEREAS, the Principal desires to appoint and engage the Agent as its lawful agent and representative to perform the services described herein (the "Services");
WHEREAS, the Agent agrees to accept such appointment and to represent the Principal and perform such Services within the territory described herein, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. APPOINTMENT.
The Principal hereby appoints the Agent as its exclusive agent within the Territory (as defined below). The Agent shall perform the following Services for the Principal, in accordance with the terms and conditions of this Agreement:
________
§ 2. SCOPE OF AUTHORITY.
The Agent shall have specific, limited authority to bind the Principal. The scope of the Agent's authority, and any limitations thereon, is as follows:
________
The Agent shall not exceed the authority expressly granted herein, and any act of the Agent beyond such authority shall not bind the Principal unless ratified by the Principal in writing.
§ 3. TERRITORY.
The Agent shall perform the Services for the Principal within the following territory (the "Territory"):
________
§ 4. TERM AND RENEWAL.
The Agent shall commence performing the Services on ________ (the "Start Date") and shall continue performing the Services until ________ (the "End Date") (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive terms of equal duration to the Initial Term (each, a "Renewal Term"), unless and until terminated by either Party in accordance with § 10 of this Agreement.
§ 5. COMPENSATION.
As consideration for performing the Services hereunder, the Principal shall pay the Agent an hourly fee of $________ (________) per hour. The Agent shall be paid at the following times: ________.
Additional terms regarding the Agent's compensation are as follows:
________
§ 6. EXPENSES.
The Agent shall be solely responsible for any and all expenses incurred in the performance of the Services under this Agreement, unless otherwise agreed by the Parties in writing.
§ 7. TAXES.
The Agent shall be solely responsible for the payment of any and all federal, state, and local taxes incurred by the Agent in connection with this Agreement, including but not limited to self-employment taxes. As the Parties do not have an employment relationship, the Principal shall not withhold or be liable for any such taxes. The Agent shall, where applicable, furnish the Principal with a completed IRS Form W-9, and the Principal may report payments to the Agent on IRS Form 1099 as required by law.
§ 8. INSURANCE.
The Agent shall procure and maintain, at the Agent's sole expense, the following insurance coverage throughout the term of this Agreement:
________
§ 9. INSPECTION OF RECORDS.
The Agent shall keep accurate and complete records of all time spent on, and activities related to, the Services performed for the Principal. Such records shall be subject to inspection by the Principal or any of the Principal's authorized representatives at any reasonable time, during reasonable business hours, and upon reasonable prior notice.
§ 10. TERMINATION.
(a) Non-Renewal. Either Party may terminate this Agreement effective at the end of the then-current term by providing not less than ________ days' written notice prior to the expiration of the then-current term.
(b) Termination for Convenience. If this Agreement is terminated at any time other than at the expiration of a term, the terminating Party shall provide not less than ________ days' prior written notice to the other Party.
(c) Termination for Cause. The Principal may terminate this Agreement immediately, without notice, in the event the Agent breaches any of the terms or conditions herein. The Principal may also terminate this Agreement immediately upon the Agent's insolvency, bankruptcy, assignment for the benefit of creditors, death, or disability.
(d) Effect of Termination. Upon termination, the Agent shall immediately cease holding itself out as the Principal's agent, return all property and confidential information of the Principal, and the Agent shall be entitled to compensation only for Services properly performed through the effective date of termination.
§ 11. EXCLUSIVITY.
The Agent represents, warrants, and agrees that, during the term of this Agreement, the Agent shall act exclusively for the Principal with respect to the Services and shall not perform the same or similar Services for any other individual or organization within the Territory.
§ 12. INTELLECTUAL PROPERTY.
§ 13. INDEMNIFICATION.
Each Party shall indemnify, defend, and hold harmless the other Party, and its officers, directors, employees, and agents, from and against any and all demands, claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's negligence, willful misconduct, or breach of this Agreement in the performance of its duties hereunder.
§ 14. LIMITATION OF LIABILITY.
In no event shall either Party have any liability to the other Party for any special, consequential, exemplary, incidental, indirect, or punitive damages arising out of or in connection with this Agreement or any Services performed hereunder, regardless of the form of action and whether or not such Party has been advised of the possibility of such damages.
§ 15. RELATIONSHIP OF THE PARTIES.
The Parties agree that nothing herein shall be construed to create any relationship, including any employment relationship, partnership, or joint venture, other than the principal-agent relationship for the specific Services described herein. The Agent is an independent contractor and shall not be entitled to any employee benefits from the Principal.
§ 16. NON-COMPETITION AND NON-SOLICITATION.
During the term of this Agreement, the Agent agrees to refrain from engaging, directly or indirectly, in any form of commercial competition (including, without limitation, through business, marketing, investment, or financial activities) with the Principal, whether individually or through the employment or engagement of any third party. Specifically, the Agent shall not:
a) Use any business information provided by the Principal to the Agent, directly or indirectly, to procure a commercial advantage over the Principal, or otherwise use any designs, ideas, or concepts created by or belonging to the Principal without the express written consent of the Principal;
b) Solicit the clients or customers of the Principal to provide services or supply goods of the same or a similar type to those provided by the Agent during the course of this Agreement and for a period of ________ following the termination of this Agreement;
c) Entice away from the Principal, or employ or offer to employ, any person who is employed by the Principal during the term of this Agreement and for a period of ________ following the termination of this Agreement, whether or not such person would commit a breach of his or her contract of employment by being enticed or accepting employment. This prohibition shall not apply to the recruitment of any such employee who has responded to a bona fide general advertisement or been recruited by an agency, provided the Agent has not given, directly or indirectly, any form of encouragement to that employee to do so.
The Parties acknowledge and agree that the restrictions in this § 16 are reasonable in time, scope, and geographic area and are necessary to protect the legitimate business interests of the Principal. If any such restriction is held to be unenforceable, it shall be modified to the minimum extent necessary to render it enforceable under applicable law.
§ 17. CONFIDENTIALITY.
§ 18. GENERAL PROVISIONS.
a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the State of ________, without regard to its conflict-of-laws principles, and any applicable federal law. Both Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________, State of ________. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive in nature.
b) LANGUAGE: All communications and notices made or given pursuant to this Agreement shall be in the English language.
c) ASSIGNMENT: This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
d) AMENDMENTS: This Agreement may be amended only by a writing signed by both Parties.
e) NO WAIVER: No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only a subsequent written agreement may constitute a waiver of any term of this Agreement. No waiver of any term or provision shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute a waiver of such term or any other term.
f) SEVERABILITY: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
g) SURVIVAL: The provisions of this Agreement that by their nature are intended to survive the termination or expiration of this Agreement, including but not limited to those relating to confidentiality, intellectual property, indemnification, limitation of liability, and non-competition, shall continue in full force and effect notwithstanding such termination or expiration.
h) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
i) HEADINGS: Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
j) COUNTERPARTS: This Agreement may be executed in counterparts, including by electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA), each of which shall be deemed an original and all of which together shall constitute a single agreement. If the dates set forth at the end of this document differ, this Agreement shall be deemed effective as of the later date on which both Parties have signed.
k) FORCE MAJEURE: Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, natural disasters, and other unforeseen circumstances.
l) NOTICES; ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, certified mail, recognized overnight courier, or e-mail to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below, or to such other address as that Party may from time to time notify to the other Party in accordance with this clause. The relevant contact information for the Parties is as follows:
Principal:
________
Agent:
________
Notices sent as above shall be deemed to have been received three (3) working days after the day of posting (in the case of first class or certified mail), one (1) working day after deposit with an overnight courier, or on the next working day after sending (in the case of e-mail).
In proving the giving of a notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of electronic communication was addressed and dispatched and that dispatch of the transmission was confirmed or acknowledged, as the case may be.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
AGENT
Name: ________
Title: ________
Signature: _________________________
Date: ________
PRINCIPAL
Name: ________
Title: ________
Signature: _________________________
Date: ________
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