AGENCY AGREEMENT
1. Parties
This Agency Agreement ("Agreement") is made as of __________________ between __________________, having its registered office at __________________ ("Principal"), and __________________, having its registered office at __________________ ("Agent").
2. Appointment
The Principal appoints the Agent as its non-exclusive commercial agent for the marketing, promotion, and solicitation of orders for __________________ within __________________ (the "Territory"), and the Agent accepts such appointment on the terms of this Agreement.
3. Authority of the Agent
The Agent shall solicit and forward orders to the Principal for acceptance, and shall have no authority to accept orders, bind the Principal to any contract, collect payment on the Principal's behalf, or make any representation or warranty concerning the products/services, except as expressly authorised in writing by the Principal.
4. Duties of the Agent
The Agent shall use its best efforts to promote and secure orders for the Principal's products/services within the Territory, keep the Principal informed of market conditions and customer feedback, and conduct its activities in a manner that safeguards the Principal's goodwill and reputation.
5. Duties of the Principal
The Principal shall supply the Agent with adequate product literature, price lists, and samples reasonably required for the Agent to perform its duties, and shall consider orders forwarded by the Agent in good faith, notifying the Agent promptly of acceptance or rejection.
6. Commission
The Principal shall pay the Agent commission at the rate of __________________ on the net invoice value of orders procured by the Agent and accepted and paid for by the customer, payable within a period to be agreed following receipt of payment from the customer, along with a statement of account.
7. Term
This Agreement shall commence on __________________ and continue for a term of __________________, unless terminated earlier in accordance with Clause 10, and may be renewed thereafter upon mutual written agreement of the parties.
8. Non-Compete
During the term of this Agreement, the Agent shall not, without the Principal's prior written consent, represent, sell, or promote any products or services that directly compete with those of the Principal within the Territory.
9. Confidentiality
The Agent shall keep confidential all pricing, customer lists, business plans, and other proprietary information disclosed by the Principal, and shall not use such information for any purpose other than performance of its duties under this Agreement, both during the term and after its termination.
10. Termination
Either party may terminate this Agreement by giving not less than __________________ written notice to the other. Either party may also terminate this Agreement with immediate effect on written notice in the event of a material, uncured breach by the other party, or insolvency of the other party.
11. Consequences of Termination
On termination, the Agent shall cease to hold itself out as an agent of the Principal, return all confidential materials, product samples, and marketing collateral, and the Agent shall be entitled to commission on orders procured and accepted prior to the effective date of termination, subject to the terms of this Agreement.
12. Indemnity
The Agent shall indemnify the Principal against any loss or liability arising from any unauthorised representation, warranty, or commitment made by the Agent to a third party in the Principal's name, or any breach of this Agreement by the Agent.
13. Dispute Resolution and Governing Law
This Agreement shall be governed by the laws of India. Any dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at __________________, __________________.
14. Notices
All notices under this Agreement shall be in writing and delivered by hand, registered post, or email to the addresses stated above, or as updated by written notice from time to time.
15. Miscellaneous
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions on the subject matter. No relationship of employment, partnership, or joint venture is created between the parties by virtue of this Agreement. This Agreement may be executed in counterparts.
Execution / registration notes
- Clarify whether the agency is exclusive or non-exclusive within the Territory — this materially affects the commercial value of the appointment.
- If the Agent handles customer payments on the Principal's behalf, add specific escrow/remittance and reconciliation clauses.
- Check GST implications on commission — the Agent may be liable to charge GST on commission income depending on registration status.
- Have this draft reviewed to ensure it does not inadvertently create a dependent-agent Permanent Establishment risk for cross-border principals.
General-reference format provided by PNPC Global. Not legal advice. Laws and stamp-duty requirements vary by state and change over time — have this document vetted by a qualified professional before execution.