Sales Agency Agreement (Indemnity on Termination)
This Sales Agency Agreement (Indemnity on Termination) is designed for use
in situations whereby a business opts to use a commercial agent to sell its
products. This document is written in compliance with the Commercial Agents
(Council Directive) Regulations 1993.
This document is compliant with the GDPR (General Data Protection
This template has been reviewed and updated, receiving enhanced clauses
throughout, providing clearer detail on the obligations of the agent and
the principal. Provisions concerning the entitlement of the agent to
commission have also been made considerably clearer.
The agent can, under this agreement, be appointed as either a sole agent or
a non-exclusive agent. Further options also allow users to determine
whether or not the principal is entitled to make direct sales without the
Products to be sold and commission rates and structures should be clearly
defined in the schedules provided. A further optional provision and
counterpart schedule allow for the imposition of sales targets.
This agreement expressly provides for indemnity upon the termination of the
agreement (that is, the optional position under Regulation 17 of the
Commercial Agents Regulations 1993). An alternative agreement is available
which provides for compensation (the default option) on termination. For
more information on compensation and/or indemnity, please refer to
Regulations 17 and 18 of the Commercial Agents Regulations 1993.
A range of optional provisions are included. These generally relate to the
holding of stock and the making of direct sales by the agent.
The term and termination clause can also be used to cater for the
conversion of the agency agreement from one of a fixed term to one of
indefinite duration (in the event that the parties simply continue
performing after the expiry of the original agreement). Appropriate
termination notice periods have also been built in.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This Sales Agency Agreement (Indemnity on Termination) contains the
1. Definitions and Interpretation
2. Appointment of Agent
3. Agent's Obligations and Method of Sale
4. Intellectual Property
5. Principal’s Obligations
6. Financial Provisions
8. Force Majeure
9. Term and Termination
10. Post-Termination Indemnity
11. Exclusion of Indemnity
12. Data Protection
13. Data Processing
14. Relationship of the Parties
15. Nature of the Agreement
18. Law and Jurisdiction
and the following Schedules:
3. [Agent’s Sales Targets]
4. Each Party's Privacy Notice
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