Agency Agreement Template

Preamble and party metadata

• WHEREAS, the Company offers certain products and/or services identified in this Agreement and Exhibit A.
• WHEREAS, the Agent has experience in business development, marketing, distribution, representation, or sales support activities relevant to those products and/or services.
• WHEREAS, the Parties desire to establish the terms under which the Agent may market, represent, solicit, promote, or sell the authorized products and/or services on behalf of the Company.

Section 1. Appointment and assignment of rights

1. 1.1 Subject to the terms of this Agreement, the Company appoints the Agent to market, represent, solicit, distribute, and/or sell the products and services identified in Exhibit A within the approved scope of authority stated in this Agreement.
2. 1.2 The appointment is non-exclusive within the Territory defined in Section 2 and is limited to the channels, customer segments, and product categories expressly authorized by the Company.
3. 1.3 The Agent has no authority to bind the Company, modify pricing, make warranties, accept orders outside approved terms, settle claims, or execute contracts on behalf of the Company unless that authority is granted in a separate written instrument signed by the Company.
4. 1.4 The Company may amend, suspend, replace, or discontinue any authorized product or service on prior written notice to the Agent, provided that any earned and payable compensation relating to completed qualifying transactions before the effective date of the change remains governed by this Agreement.
5. 1.5 All rights not expressly granted to the Agent are reserved by the Company.

Section 2. Territory and exclusivity

1. 2.1 The Agent is authorized to operate only within California and only in relation to the market segment, digital channel, customer class, or geography described in Exhibit A or a written authorization issued by the Company.
2. 2.2 If the appointment is exclusive, the Company shall not appoint another agent for the same authorized products or services in the same Territory during the Term, except for accounts reserved by the Company in writing, direct sales expressly excluded from exclusivity, renewals managed by the Company, or channels carved out in Exhibit A.
3. 2.3 If the appointment is non-exclusive, the Company may appoint other agents, distributors, resellers, or direct sales personnel in the Territory without liability to the Agent, except for commissions already earned under Section 5.
4. 2.4 The Agent shall not actively market outside the Territory, target prohibited accounts, or represent competing offerings where doing so would breach the exclusivity framework, create a conflict of interest, or violate a written Company policy disclosed to the Agent.
5. 2.5 Any expansion or reduction of the Territory must be approved in writing by the Company.

Section 3. Intellectual property and trademark rights

1. 3.1 The Agent acknowledges that the Company retains all right, title, and interest in and to its trademarks, service marks, trade names, logos, domain names, copyrighted materials, product documentation, software, business methods, trade secrets, customer data, and all other intellectual property and proprietary rights.
2. 3.2 During the Term, the Company grants the Agent a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use approved Company trademarks and brand assets solely as necessary to perform its obligations under this Agreement and only in the form, manner, and context approved by the Company.
3. 3.3 The Agent shall not alter, remove, obscure, combine, register, challenge, or claim ownership in any Company intellectual property, nor use confusingly similar marks, domains, social media handles, ad copy, or promotional materials.
4. 3.4 All goodwill arising from the Agent's use of Company marks inures solely to the benefit of the Company.

Section 4. Agent responsibilities and performance obligations

Section 5. Commission and compensation structure

1. 5.1 "Net Sales" means gross amounts actually received by the Company from a customer for authorized products or services, less refunds, rebates, credits, chargebacks, discounts, taxes collected on behalf of governmental authorities, shipping charges separately invoiced, bad debt write-offs, fraud losses, and any amount not finally collected by the Company.
2. 5.2 Unless Exhibit A states a flat fee model, commissions are calculated as the agreed percentage of Net Sales for the applicable product or service category.
3. 5.3 The Company shall provide a commission statement for each calculation period and shall pay undisputed amounts within 30 days following the end of each calendar month.
4. 5.4 The Company may offset future payments for returns, credits, chargebacks, overpayments, duplicate payments, customer defaults, or other adjustments affecting prior commission calculations.
5. 5.5 No commission is earned on transactions arising outside the Territory or outside the Agent's approved scope unless the Company confirms eligibility in writing.
6. 5.6 Except as expressly stated in Exhibit A, the Agent bears its own expenses and is not entitled to reimbursement for travel, marketing spend, entertainment, or third-party costs.

Section 6. Confidentiality and proprietary data

1. 6.1 "Confidential Information" means all non-public business, commercial, financial, technical, customer, pricing, product, security, operational, and strategic information disclosed by or on behalf of one Party to the other, whether in written, oral, visual, digital, or other form, including customer lists, pipeline information, business plans, trade secrets, and non-public terms of this Agreement.
2. 6.2 The receiving Party shall use the disclosing Party's Confidential Information only for purposes of performing this Agreement and shall protect it using at least reasonable care, and no less than the care it uses to protect its own confidential information of similar sensitivity.
3. 6.3 The receiving Party shall limit access to personnel, professional advisers, and approved subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.
4. 6.4 The confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving Party, was lawfully known without restriction before disclosure, is lawfully received from a third party without breach of duty, or is independently developed without use of the disclosing Party's Confidential Information.

Section 7. Term, termination, and survival

1. 7.1 Termination does not affect rights or obligations accrued before the effective date of termination.
2. 7.2 The Agent is entitled only to compensation properly earned under Section 5 before termination, subject to offsets, clawbacks, customer non-payment risk, and any eligibility conditions stated in Exhibit A.
3. 7.3 Sections relating to payment obligations, confidentiality, intellectual property ownership, indemnification, limitation of liability, audit rights if any, dispute resolution, governing law, and all provisions that by their nature should survive shall survive termination or expiration.

Section 8. Indemnification, liability, and governing law

1. 8.1 Each Party shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, and affiliates from third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising from the indemnifying Party's breach of this Agreement, negligence, willful misconduct, violation of law, or infringement caused by materials or statements supplied by that Party.
2. 8.2 The indemnified Party shall promptly notify the indemnifying Party of any claim, provide reasonable cooperation at the indemnifying Party's expense, and allow the indemnifying Party to control the defense and settlement, except that no settlement may impose admissions or non-monetary obligations on the indemnified Party without written consent.
3. 8.3 To the maximum extent permitted by law, neither Party is liable to the other for indirect, incidental, special, punitive, exemplary, or consequential damages, or for lost profits, lost revenue, lost opportunity, loss of goodwill, or business interruption, whether in contract, tort, statute, or otherwise, even if advised of the possibility of those damages.
4. 8.4 The aggregate liability of either Party arising out of or related to this Agreement shall not exceed the total compensation paid or payable to the Agent under this Agreement during the 12 months preceding the event giving rise to the claim, except for liability that cannot be limited by law or that arises from fraud, willful misconduct, breach of confidentiality, or misuse of intellectual property.
5. 8.5 This Agreement is governed by the laws of California, without regard to conflict of laws principles. The courts located in San Francisco County, California have exclusive jurisdiction, unless the Parties agree in writing to arbitration or another dispute mechanism.

Section 8A. Additional legal and operational terms

1. 8A.1 Compliance with law. Each Party shall comply with all laws applicable to its performance under this Agreement, including anti-corruption, sanctions, export control, privacy, and marketing laws.
2. 8A.2 Records and cooperation. The Agent shall maintain accurate books and records reasonably necessary to verify performance, customer interactions, and commission calculations relating to this Agreement for 3 years after creation.
3. 8A.3 Non-assignment. The Agent may not assign, delegate, or transfer this Agreement, in whole or in part, without the Company's prior written consent, except to a permitted successor in connection with a merger or sale of substantially all assets where the Company consents in writing.
4. 8A.4 Notices. Formal notices under this Agreement must be in writing and delivered to the notice contacts and addresses stated by each Party, with notice deemed given on confirmed delivery according to the selected notice method.
5. 8A.5 Entire agreement. This Agreement, including Exhibit A and any signed amendments, constitutes the entire agreement between the Parties on the subject matter and supersedes prior discussions, proposals, emails, and understandings on that subject.
6. 8A.6 Amendment and waiver. Any amendment, waiver, or modification must be in writing and signed by both Parties. A waiver on one occasion does not operate as a waiver on another occasion.
7. 8A.7 Severability. If any provision is held unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law, and the invalid provision shall be construed as closely as possible to its original economic and legal intent.
8. 8A.8 Counterparts and electronic signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and signatures exchanged electronically or through an approved digital signature platform are binding to the fullest extent permitted by applicable law.

Section 9. Execution and e-signature block

Exhibit A. Schedule of products or services and fees