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Commercial Agency Agreement template, UK

An agent sells on your behalf for commission. Answer a few plain-English questions and Scorpia drafts the complete document for your situation, checks it with a second review pass, and shows you a free preview before you pay anything.

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What the document looks like

COMMERCIAL AGENCY AGREEMENT

Appointment of a sales agent to negotiate (and, if authorised, conclude) sales of goods on behalf of a principal

THIS AGREEMENT is made on __________

BETWEEN:

(1) __________ (Company Number: __________), whose registered office is at __________ (the "Principal"); and

(2) __________ (Company Number: __________) of __________ (the "Agent").

BACKGROUND

The Principal sells the Products and wishes to appoint the Agent to promote and negotiate their sale in the Territory. The parties intend the Commercial Agents (Council Directive) Regulations 1993 (the "Regulations") to apply to this Agreement to the extent the Agent is a commercial agent within them, and have drafted this Agreement accordingly.

AGREED TERMS

1. DEFINITIONS

"Commission" means the commission payable under clause 7. "Customer" means any person in the Territory who buys or is solicited to buy Products. "Minimum Target" means the sales target in Schedule 2. "Products" means the products in Schedule 1 and any additions the Principal notifies in writing. "Territory" means __________. "Term" means the period in clause 3. "Trade Marks" means the Principal's trade marks and branding in Schedule 1.

2. APPOINTMENT

(2.1) The Principal appoints the Agent as its exclusive agent to promote and negotiate the sale of the Products to Customers in the Territory on the Principal's terms of sale from time to time, and the Agent accepts the appointment.

(2.2) [Exclusive: the Principal shall not appoint another agent for the Products in the Territory and shall not itself solicit sales there, and shall pay Commission on all sales to Customers in the Territory during the Term whether or not the Agent procured them.] [Sole: the Principal shall not appoint another agent in the Territory but may itself sell there, and no Commission is payable on the Principal's own direct sales to Customers listed in Schedule 3 ("House Accounts").] [Non-exclusive: the Principal may appoint other agents and sell directly; Commission is payable only on sales the Agent procures.]

(2.3) The Agent [has no authority to conclude contracts on behalf of the Principal, to accept orders, to vary prices or terms, or to give any warranty, and shall make this clear to Customers; all orders are subject to acceptance by the Principal, which it may refuse at its discretion acting reasonably] [may conclude contracts of sale with Customers on the Principal's standard terms and at list prices, within the credit limits the Principal sets, but may not vary those terms].

(2.4) The Agent shall not act for any person supplying products that compete with the Products in the Territory during the Term without the Principal's prior written consent.

An excerpt from the precedent this template is built on. Your document is drafted around your answers — the blanks are filled in, and clauses you do not need are left out.

What it covers

  1. Definitions
  2. Appointment
  3. Term
  4. Agent's duties
  5. Principal's duties
  6. Prices and terms of sale
  7. Commission
  8. Minimum target
  9. Intellectual property and marketing
  10. Confidentiality and data protection
  11. Termination
  12. Compensation or indemnity on termination
  13. Restrictions after termination
  14. Status and liability

Questions people ask

Is this a real contract or a form to fill in?

A complete document. You answer questions in plain English and Scorpia drafts every clause to match your answers, then a second review pass checks it before you see it. Nothing is left as a blank to fill in unless you chose to leave it for later.

Which law does it follow?

The law of England and Wales by default; Scotland and Northern Ireland are available where the document type exists there. The drafting notes behind each template are kept current with UK law.

What does it cost?

Your first document is a free preview: you read the opening section before paying anything. Unlock the full document for £9, or take a plan from £15 a month if you need several. No subscription is needed for a single document.

Can I edit, sign and send it?

Yes. Once unlocked, you edit every word online, add your logo, sign on the page and send the other party a private signing link, or export to Word and PDF.

Is Scorpia a law firm?

No. Scorpia is software that drafts and checks documents. It is not a law firm and does not give legal advice. For a dispute, a company sale or anything unusual, use a solicitor.

What we’ll ask you

  • Principal
  • Agent
  • Principal registered office
  • Agent address
  • Products
  • Territory
  • Commission rate
  • Start date
Plus 15 optional choices (payment terms, liability, notice) with sensible defaults if you skip them. Not sure about a detail? Leave it blank — the draft highlights it for you to fill in later.

Price

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