Non-Exclusive Agency Agreement Template

Non-Exclusive Agency Agreement Template

This Non-Exclusive Agency Agreement (“Agreement”) is made as of [Effective Date].

1. Parties and Relationship

Principal
Legal Name: [Principal Legal Name]
Entity Type: [Corporation / LLC / Partnership / Sole Proprietor / Other]
Registration / Company Number: [Registration Number]
Registered Address: [Principal Registered Address]
Mailing Address (if different): [Principal Mailing Address]
Email: [Principal Email Address]
Phone: [Principal Phone Number]

Agent
Legal Name: [Agent Legal Name]
Entity Type: [Individual / Corporation / LLC / Partnership / Other]
Registration / Company Number (if any): [Agent Registration Number]
Registered Address: [Agent Registered Address]
Mailing Address (if different): [Agent Mailing Address]
Email: [Agent Email Address]
Phone: [Agent Phone Number]

Principal appoints Agent as a non-exclusive sales and/or business development agent on the terms of this Agreement. Agent accepts this appointment.

2. Non-Exclusive Appointment

2.1 Appointment

Principal appoints Agent, and Agent accepts appointment, to promote and solicit orders or contracts for the Products/Services (defined in Section 3) in the Territory (defined in Section 4).

2.2 Non-Exclusive Nature

This appointment is non-exclusive. Principal may, at any time:

• Appoint other agents, distributors, or representatives in the Territory; and

• Sell or provide the Products/Services directly to customers in the Territory.

Agent has no exclusive rights to the Territory, customers, or any particular account under this Agreement.

3. Products and Services

The products and/or services covered by this Agreement (the “Products/Services”) are:

Product/Service Names: [List Product/Service Names]
Description: [Brief Description of Products/Services]

Principal may modify the Products/Services offered under this Agreement upon written notice to Agent.

4. Territory

Territory: [Describe Territory – countries, regions, states, cities, or defined sector]

Unless otherwise agreed in writing, Agent’s authority under this Agreement is limited to the Territory.

5. Scope of Authority

5.1 General Authority

Agent is authorized to:

• Promote the Products/Services in the Territory;

• Identify and approach potential customers;

• Explain Principal’s Products/Services in line with Principal’s materials;

• Forward inquiries, leads, and proposed orders to Principal.

5.2 No Authority to Bind Principal (Unless Stated)

Agent has no authority to:

• Sign contracts on behalf of Principal;

• Accept orders, make credit decisions, or grant discounts beyond Principal’s written instructions;

• Make any promises or warranties not contained in Principal’s written materials.

If Principal grants any limited signing authority, it must be described here:

Limited Signing Authority (if any): [Description or “None”].

6. Term

Initial Term: [Length of Initial Term, e.g., “2 years”]

The Initial Term begins on [Start Date] and ends on [End Date].

After the Initial Term, this Agreement will:

☐ Automatically renew for successive periods of [Renewal Term Length] unless either party gives written notice of non-renewal at least [Number] days before the end of the then-current term; or
☐ End automatically on the End Date unless renewed in writing by the parties.

7. Agent Duties

Agent will:

• Use reasonable efforts to promote the Products/Services and develop business in the Territory.

• Represent Principal and the Products/Services professionally and honestly.

• Follow Principal’s written sales, branding, and compliance guidelines.

• Avoid making statements or promises about the Products/Services that conflict with Principal’s written materials.

• Keep reasonable records of activities and provide Principal with sales or activity reports in the format and frequency agreed by the parties.

• Comply with all applicable laws and regulations relating to marketing and solicitation in the Territory.

8. Principal Duties

Principal will:

• Provide Agent with up-to-date information, brochures, price lists, and other marketing materials for the Products/Services as reasonably needed.

• Consider in good faith the orders, inquiries, and leads introduced by Agent.

• Inform Agent of material changes to the Products/Services, pricing, terms, or policies that affect the Territory.

9. Commissions and Payment

9.1 Commission Basis

Agent is entitled to commission on successful sales or contracts for the Products/Services in the Territory that are attributable to Agent’s efforts, as defined below.

Commission Structure:

• Commission Rate: [Commission Percentage or Flat Fee]

• Commission Base: [For example, “net invoice amount excluding taxes, shipping, and credits”].

9.2 When Commission Is Earned

Unless agreed otherwise in writing, commission is earned when:

• Principal has accepted the customer’s order or contract; and

• Principal has received payment from the customer for that order or contract.

9.3 Commission Payment

Commission will be calculated and paid:

• Commission Period: [Monthly / Quarterly / Other]

• Payment Due: [Number] days after the end of each Commission Period.

Principal will provide a statement showing the basis for commission calculations.

9.4 No Commission on Certain Sales

Agent is not entitled to commission on:

• Sales outside the Territory;

• Transactions not attributable to Agent, if the parties choose to limit commission to Agent-originated business;

• Refunds or cancelled orders; any commission previously paid on such orders may be deducted from future commission statements.

10. Expenses

Unless otherwise agreed in writing:

• Agent is responsible for its own business expenses, including travel, accommodation, communications, and local marketing.

• Principal is not required to reimburse expenses, except for specific items pre-approved in writing.

Reimbursable Expenses (if any): [Description or “None”].

11. Independent Contractor Status

Agent acts as an independent contractor, not as Principal’s employee, partner, or joint venturer.

Nothing in this Agreement creates an employment relationship. Agent is responsible for all taxes, social contributions, and other obligations arising from their own business and personnel.

12. Intellectual Property and Marketing Materials

Principal retains all rights to its trademarks, trade names, logos, designs, copyrights, product names, and other intellectual property.

Principal grants Agent a limited, non-exclusive, non-transferable license, during the term of this Agreement and in the Territory, to use Principal’s trademarks and marketing materials solely to promote the Products/Services in accordance with Principal’s written guidelines.

Agent will not:

• Register or attempt to register any trademark, domain name, or social media handle that is identical or confusingly similar to Principal’s marks;

• Modify Principal’s trademarks or logos;

• Remove or obscure proprietary notices on Principal’s materials.

13. Confidentiality

Each party may receive confidential or proprietary information from the other party under this Agreement. Each party agrees to:

• Keep such information confidential;

• Use it only for purposes of performing this Agreement; and

• Disclose it only to employees, contractors, or advisors who need to know and are bound by similar confidentiality obligations.

These obligations continue for [Number] years after termination or expiry of this Agreement, except for information that becomes public through no fault of the receiving party.

14. Compliance and Anti-Bribery

Each party will comply with all laws applicable to its activities under this Agreement, including anti-bribery, anti-corruption, and competition laws.

Agent will not offer, give, request, or accept any improper payment or advantage in connection with promoting the Products/Services.

15. Warranties and Liability

15.1 Warranties

Principal may provide warranties directly to customers in its standard product or service documentation. Agent is not authorized to extend or modify any such warranties.

15.2 Disclaimers

Except as expressly stated in this Agreement and to the extent permitted by law, each party disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15.3 Limitation of Liability

To the extent permitted by law:

• Neither party is liable to the other for indirect, incidental, consequential, or punitive damages, including lost profits or lost business, arising out of or relating to this Agreement.

• Each party’s aggregate liability to the other under this Agreement is limited to [Liability Cap, e.g., “the total commissions paid or payable to Agent in the 12 months preceding the event giving rise to the claim”], except for:

  • Unpaid commissions or amounts due under this Agreement;

  • Confidentiality breaches;

  • Liability that cannot be limited under applicable law.

16. Termination

16.1 Termination for Cause

Either party may terminate this Agreement by written notice if the other party:

• Materially breaches this Agreement and does not cure the breach within [Number] days after receiving written notice describing the breach; or

• Becomes insolvent, enters bankruptcy or similar proceedings, or ceases to carry on business in the ordinary course.

16.2 Termination for Convenience (If Agreed)

If the parties choose to allow termination without cause:

Either party may terminate this Agreement for any reason upon [Number] days’ prior written notice to the other party.

17. Effect of Termination

Upon termination or expiry of this Agreement:

• Agent’s authority to act on behalf of Principal ends.

• Agent will stop using Principal’s trademarks and materials, except as needed to complete any agreed wind-down activities.

• Principal will pay Agent any commissions properly earned and due up to the effective date of termination, in accordance with Section 9.

• The parties will return or, if agreed, destroy confidential information belonging to the other party, subject to legal record-keeping requirements.

• Provisions intended to survive (including confidentiality, IP ownership, limitations of liability, and governing law) will remain in effect.

18. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Dispute Resolution: [For example, “Courts of [Jurisdiction]” or “binding arbitration under [Rules] seated in [City, Country]”].

Before starting formal proceedings, the parties will attempt in good faith to resolve any dispute through discussions between senior representatives.

19. Assignment and Entire Agreement

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, reorganization, or sale of substantially all of its assets, provided the successor agrees in writing to be bound by this Agreement.

This Agreement contains the entire understanding between the parties regarding the non-exclusive agency relationship for the Products/Services in the Territory and supersedes all prior written or oral understandings on this subject.

Any amendment or modification must be in writing and signed by authorized representatives of both parties.

20. Severability and Counterparts

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be interpreted or adjusted to the minimum extent necessary to make it enforceable while preserving its intent, to the extent permitted by law.

This Agreement may be signed in counterparts, each of which is considered an original, and all of which together form one agreement. Electronic signatures will have the same effect as original signatures, to the extent permitted by law.

Signatures

Principal:
Signature: _______________________________
Printed Name: [Principal Signatory Name]
Title: [Principal Signatory Title]
Date: [Date Signed by Principal]

Agent:
Signature: _______________________________
Printed Name: [Agent Signatory Name]
Title: [Agent Signatory Title]
Date: [Date Signed by Agent]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Principal Signatory Name] and [Agent Signatory Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Non-Exclusive Agency Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐