This agency agreement is between , an individual a(n) (the "Principal") and , an individual a(n) (the "Agent").
The Principal is in the business of and wants to engage the Agent as its exclusive agent to .
The Agent has performed the same or similar activities for others.
The parties therefore agree as follows:
1. ENGAGEMENT; SERVICES.
The Principal retains the Agent to provide, and the Agent shall provide, the services described in Exhibit A (the "Services") as the exclusive agent of the Principal.
2. TERM AND TERMINATION.
3. CONFIDENTIAL INFORMATION.
4. RESPONSIBILITIES; SCOPE OF AUTHORITY.
The Agent may not represent itself as having any powers except those specified in this agreement. Without limiting the foregoing, the Agent does not have authority to or otherwise obligate the Principal in any way except as stated in this agreement or otherwise specifically authorized in writing by the Principal.
5. TERRITORY ; EXCLUSIVITY .
The Territory of the Agent is unlimited. During the Term of, the Agent shall perform its Services in the following geographical area , which area will be the Agent's exclusive territory (the "Territory"): .
6. COMPENSATION.
The Principal shall pay the Agent % of gross revenue whenever received and due to the Agent in connection with any sales resulting from efforts of the Agent during or within months after the Term. The Principal shall pay the Agent $ according to the following schedule: .
7. TAXES.
8. EXPENSES.
Subject to the Principal's prior written approval, the Principal shall reimburse the Agent for unusual or extraordinary expenses incurred by the Agent. In addition, the Agent shall be reimbursed for the following types of expenses:
9. RECORDS.
During the Term and for a period of years after, the Agent shall maintain accurate books and records relating to its performance of the Services, including copies of orders and confirmations of orders, invoices, invoice approvals, supporting documentation, shipping and payment records. The Principal may inspect and obtain copies of these books and records on reasonable request.
10. INSURANCE.
The Agent must maintain general liability professional liability errors and omissions and general liability professional liability errors and omissions and general liability professional liability errors and omissions and general liability professional liability errors and omissions insurance or bonds in amounts and forms standard and adequate for the Agent's business and agreeable to the Principal. The Agent must provide the Principal with proof of insurance on the Principal's request and immediately notify the Principal in writing if the Agent's insurance terminates, is cancelled, suspended, or changes materially, including a change in the amount of insurance.
11. USE OF TRADEMARKS.
The Agent may use, reproduce, and distribute the Principal's service marks, trademarks, and trade names (if any) (collectively, the "Principal Marks") in connection with the performance of the Services. Any goodwill received from this use will accrue to the Principal, which will remain the sole owner of the Principal Marks. The Agent may not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Principal's interest in the Principal Marks. The Agent may not cause diminishment of value of the Principal Marks through any act or representation. The Agent may not apply for, acquire, or claim any interest in any Principal Marks, or others that may be confusingly similar to any of them, through advertising or otherwise. At the expiration or earlier termination of this agreement, the Agent will have no further right to use the Principal Marks, unless the Principal provides written approval of each use.
12. INDEMNIFICATION.
13. FORCE MAJEURE.
A party will not be considered in breach of or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:
14. GOVERNING LAW.
15. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
16. ASSIGNMENT AND DELEGATION.
17. COUNTERPARTS; ELECTRONIC SIGNATURES.
18. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
19. NOTICES.
20. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
21. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
22. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
23. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
24. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
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Each party is signing this agreement on the date stated opposite that party's signature.