Agency Agreements

Agency Agreements are legal contracts creating a fiduciary relationship (A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties) Typically, a fiduciary takes care of money or other assets for another person.  The first party (“the principal”) agrees that the actions of a second party (“the agent“) binds the principal to later agreements made by the agent as if the principal had himself personally made the later agreements.

This means in an agency agreement the Agent is accountable.  If they incur debt, they are the debts of the principal.  If they break the law, the vicarious responsibility is that of the principal. Agreements in an an agency relationship one party (the agent) has the authority to enter contracts with a third party (the customer) on behalf of the second party (the principal).  Therefore the agent can transact on behalf of the principal, and the actual sales contract is between the principal and the customer.  A supplier usually imposes few restrictions on agents and these normally relate to the agent’s powers to bind the supplier.

Agency Agreements often concern agents or principals overseas.  Such contracts may include terms from Incoterms.  ‘Incoterms’ refers to the collection of essential international commercial and trade terms.  The terms were devised in recognition of non-uniform standard trade usages between various States.  When incorporated into a contract, the Incoterm code provides a detailed interpretation of rights and obligations between parties.

Agency Agreements

Appointment of Purchasing Agent

This  Agency Agreement  appoints a purchasing agent for the purchase of goods.

  • Definitions
  • Grant
  • Principal’s obligations
  • Termination
  • Termination consequences
  • Miscellaneous
  • Retention of title
  • Reservation of rights
  • Interest
  • Receipt
  • Force majeure
  • Severance
  • Whole agreement
  • Prior agreements
  • Discretion
  • Change of address
  • Notices
  • Headings
  • Joint and several
  • No partnership
  • Assignment
  • Jurisdiction

+ 2 Schedules to include further particulars.

This Agency Agreement is  12 pages long.


Agency Agreements

Agency Agreement for an Agent to arrange manufacture overseas #1

This Agency Agreement is an agreement with an agent to arrange manufacture of goods overseas and includes the following:

  • Issues And Interpretation
  • Rights Granted
  • Duration Of Agreement
  • Termination
  • Terms Of Payment
  • Agent’s Duties And Undertakings
  • Quotations
  • Duties And Undertakings
  • Confidentiality
  • Indemnity
  • Infringement By Another
  • Relationship Of Parties
  • Insurance
  • Severability
  • Force Majeure
  • Assignment
  • Waiver
  • Entire Understanding
  • Variation
  • Notices
  • Dispute Resolution
  • Execution Of Counterparts

 12 pages long.


Agency Agreements – Manufacture Overseas #2

An Agency Agreement when an agent is appointed to arrange manufacture of goods overseas. Includes clauses covering:

  • Interpretation
  • Provision of Services
  • Price and Payment
  • Indemnity
  • Duties and Undertakings
  • Your Duties and Undertakings
  • Confidentiality
  • Intellectual Property Rights
  • Termination
  • Effect of Termination
  • Rights to Survive Termination
  • Force Majeure
  • Relationship of Parties
  • Assignment
  • Waiver
  • Whole Agreement
  • Notices
  • Proper Law
  • GST
  • Terms and Option to Extend
  • Licence of intellectual property
  • Infringement by another
  • Manufacturing – standards & testing
  • Manufacturing faults

 12 pages long.


Agency Agreements – Sole Agent – Purchaser

This Agency Agreement is when a  company appoints the agent as its sole or exclusive agent for the purchase of all goods. Includes terms covering:

  • Appointment
  • Term
  • Duties of agents
  • Company not to purchase otherwise than through agents
  • Shipment of goods
  • Payment by company
  • Alternative payment clause
  • Repayment of expenses
  • Commission
  • Summary determinations
  • Obligation to be imposed on purchasers
  • Purchases by agents on own account
  • Terms not to be included in contracts negotiated by agents
  • Miscellaneous
  • Law applicable

 8 pages long.