Marketing Agency Agreement

This Marketing Agency Agreement regulates and records the relationship between a principal and marketing agent. It is appropriate where the principal appoints the agent to find and introduce customers for the principal and does not give the agent authority to negotiate any terms of sale or pricing with any customer or to sell any products to any customer. (All terms of sale including pricing are set by the principal, and customer orders are received by the principal who either accepts or declines the order.)

The data protection provisions in this document have been updated with reference to the UK GDPR.

Under this form of agreement the agent will not normally be a “commercial agent” for the purposes of the Commercial Agents (Council Directive) Regulations 1993. However, where the agent conducts or manages discussions or transactions between the customer and the principal, that may render the agent a "commercial agent" in law, even though the agent only "introduces" the customer and does not negotiate terms or conclude any sale contract.  You should therefore seek advice as to whether the 1993 Regulations will apply to the appointment that you propose. If the Regulations do apply, this template will not be appropriate.

Sales Agency Agreements are also available in this subfolder for use where the agent to be appointed is to be a “commercial agent” governed by the 1993 Regulations. The Sales Agency Agreement templates accordingly give effect to the mandatory compensation / indemnity provisions of the Regulations.

This template provides alternative provisions enabling the principal to appoint an agent as either a non-exclusive or sole or exclusive agent. In each case, the wording spells out what the agent and principal may or may not do in the territory in terms of promoting or selling the products which are the subject of the Agreement. These alternative provisions contain further options so that you can adapt the terms of the appointment to suit your purposes.

This template works on the basis that commission will be based on the net invoice price of the products. (If this is not appropriate for your business, you can adapt the template to provide for an alternative basis for calculating commission.)

This Agreement also allows the principal the option of setting minimum targets for the Agent to reach. The clauses relating to this are in bracketed so that they can be deleted if they are not appropriate.

This template is only suitable for use where both parties are based and operate in the UK, and sales of products are only to entities in the UK.

This Marketing Agency Agreement has the following clauses:

1. Interpretation

2. Appointment of Agent

3. The Agent's Duties

4. Sale of the Products

5. Intellectual Property

6. Rights and Duties of the Principal

7. Financial Provisions

8. Confidentiality

9. Force Majeure

10. Duration and Termination

11. Consequences of Termination

12. Data Protection

13. Data Processing

14. Nature of Agreement

15. Notices and Services

16. Jurisdiction

And the following Schedules:

1. Product Schedule

2. Commission Schedule

3. [Minimum Target Schedule]

4. Each Party's Privacy Notice

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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