[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-agency-agreement-corporate-duties-D851":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"AGENCY AGREEMENT This Agency Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Agent\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS the Owner wishes to subscribe to and acquire as beneficial owner [NUMBER] Class A shares (the \"Shares\") of the Company, a corporation governed by [YOUR COUNTRY LAW] (the \"Corporation\"); WHEREAS the Owner wishes to manage, administer and generally act with respect to the Shares through the Agent who will be the joint registered holders of the Shares; WHEREAS the Agent shall conduct its affairs for the exclusive purpose of and on the understanding that they will act as nominee and Agent of the Owner in respect of the Shares; NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HEREBY AGREE AS FOLLOWS: ENGAGEMENT OF AGENT The Owner hereby engages the Agent to act jointly as its nominee and agent, and the Agent hereby jointly accepts and agrees to act as the nominee and agent of the Owner and further agrees that, in such capacity, the Agent shall carry on no business of any nature whatsoever for their own account. ACKNOWLEDGMENT OF AGENT For value received, the Agent hereby jointly acknowledges and agrees that: as agent and nominee for and on behalf of the Owner, they shall subscribe for the Shares and hold same as registered holder, and direct the Corporation to make the necessary entries in its corporate records to register the Shares in the name of the Agent; they have, and shall at all times have no financial or beneficial interest in the Shares, it being understood that the Owner is, and shall be at all times, the exclusive and beneficial owner of the Shares; they renounce to all dividends and/or other rights with respect to the Shares; d) they undertake to vote the Shares at the Corporation's shareholder meetings in accordance with the instructions received from the Owner; e) they consent to the transfer of the Shares at any time and shall authorize and direct the Corporation to effect such transfer upon the direction of the Owner;",null,"Agency Agreement Corporate Duties","3",49,"doc","https://templates.business-in-a-box.com/imgs/1000px/agency-agreement_corporate-duties-D851.png","https://templates.business-in-a-box.com/imgs/250px/851.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#851.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"agency agreement corporate duties","Agency Agreement Corporate Duties Template","https://templates.business-in-a-box.com/imgs/400px/851.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Services & Consulting","/templates/services-and-consulting/",[34,38,42,46,50,54,58,62,66,70,74,78,82,97,113,131,146,162],{"label":35,"url":36,"thumb":37,"extension":10},"Advertising Agency Agreement","/template/advertising-agency-agreement-D1223","https://templates.business-in-a-box.com/imgs/250px/1223.png",{"label":39,"url":40,"thumb":41,"extension":10},"Marketing Agency Agreement","/template/marketing-agency-agreement-D12852","https://templates.business-in-a-box.com/imgs/250px/12852.png",{"label":43,"url":44,"thumb":45,"extension":10},"Sales Agency Agreement","/template/sales-agency-agreement-D1254","https://templates.business-in-a-box.com/imgs/250px/1254.png",{"label":47,"url":48,"thumb":49,"extension":10},"Employment Agency Agreement","/template/employment-agency-agreement-D157","https://templates.business-in-a-box.com/imgs/250px/157.png",{"label":51,"url":52,"thumb":53,"extension":10},"Fiscal Agency Agreement","/template/fiscal-agency-agreement-D13976","https://templates.business-in-a-box.com/imgs/250px/13976.png",{"label":55,"url":56,"thumb":57,"extension":10},"Exclusive Buyer Agency Agreement","/template/exclusive-buyer-agency-agreement-D12824","https://templates.business-in-a-box.com/imgs/250px/12824.png",{"label":59,"url":60,"thumb":61,"extension":10},"Sales Agency Agreement With Trademarks protection","/template/sales-agency-agreement-with-trademarks-protection-D1255","https://templates.business-in-a-box.com/imgs/250px/1255.png",{"label":63,"url":64,"thumb":65,"extension":10},"Corporate Governance Policy","/template/corporate-governance-policy-D13943","https://templates.business-in-a-box.com/imgs/250px/13943.png",{"label":67,"url":68,"thumb":69,"extension":10},"Social Media Marketing Agency Agreement","/template/social-media-marketing-agency-agreement-D14058","https://templates.business-in-a-box.com/imgs/250px/14058.png",{"label":71,"url":72,"thumb":73,"extension":10},"Corporate Social Responsibility Policy","/template/corporate-social-responsibility-policy-D13637","https://templates.business-in-a-box.com/imgs/250px/13637.png",{"label":75,"url":76,"thumb":77,"extension":10},"Checklist Routine Managerial Duties","/template/checklist-routine-managerial-duties-D568","https://templates.business-in-a-box.com/imgs/250px/568.png",{"label":79,"url":80,"thumb":81,"extension":10},"Corporate Social Media Use Policy","/template/corporate-social-media-use-policy-D13636","https://templates.business-in-a-box.com/imgs/250px/13636.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":91,"keywords":95,"url":96},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[92],{"label":93,"url":94},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":98,"descriptionCustom":6,"label":99,"pages":8,"size":100,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":105,"keywords":111,"url":112},"GENERAL POWER OF ATTORNEY This General Power of Attorney (the \"Agreement\") is made and effective [DATE], BETWEEN: [ATTORNEY NAME] (the \"Attorney\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS KNOW ALL MEN BY THESE PRESENTS, that this Power of Attorney is given by Client to Attorney and that the Client hereby appoints Attorney to be its attorney and to do in its name and on its behalf anything that the Client can lawfully do by an attorney, including but not limited to; To ask, demand, sue for, recover, collect, and receive all sums of money, debts, dues, accounts, legacies, bequests, interest, dividends, annuities, and demands of every type that are now or may later become due, owing, payable or belonging to Client and have, use, and take all lawful ways and means in Client's name or otherwise for the recovery thereof, by attachments, arrest, distress, or otherwise, and to compromise and agree for them and acquaintances or other sufficient discharges for them; For Client and in its name, to make, seal, and deliver, to bargain, contract, agree for, purchase, receive, and take lands, and tenements, and accept the possession of all lands, and all deeds and other assurances, in the law therefore, and to lease, let, demise, bargain, sell, release, convey, mortgage, and hypothecate lands, and tenements on the terms and conditions and under the covenants as Attorney thinks fit;","General Power of Attorney",36,"https://templates.business-in-a-box.com/imgs/1000px/general-power-of-attorney-D1037.png","https://templates.business-in-a-box.com/imgs/250px/1037.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1037.xml",{"title":6,"description":6},[106,108],{"label":17,"url":107},"business-legal-agreements",{"label":109,"url":110},"Power of Attorney","power-of-attorney","general power attorney","/template/general-power-of-attorney-D1037",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":100,"extension":10,"preview":117,"thumb":118,"svgFrame":119,"seoMetadata":120,"parents":121,"keywords":129,"url":130},"SALES REPRESENTATIVE AGREEMENT This Sales Representative Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SALES REPRESENTATIVE NAME] (the \"Sales Representative\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Sales Representative agrees to: Represent and sell the Company's products/services in the geographic area known as [Area name]. Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. ","Sales Representative Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/sales-representative-agreement-D556.png","https://templates.business-in-a-box.com/imgs/250px/556.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#556.xml",{"title":6,"description":6},[122,125,128],{"label":123,"url":124},"Human Resources","human-resources",{"label":126,"url":127},"Hire an Employee","hire-employee",{"label":17,"url":107},"sales representative agreement","/template/sales-representative-agreement-D556",{"description":132,"descriptionCustom":6,"label":133,"pages":8,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":139,"description":6},"non disclosure agreement nda",[141,142],{"label":17,"url":107},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":134,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":160,"url":161},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12","https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":154,"description":6},"consulting agreement long",[156,157],{"label":17,"url":107},{"label":158,"url":159},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":163,"descriptionCustom":6,"label":164,"pages":85,"size":134,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":170,"keywords":169,"url":173},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":169,"description":6},"service agreement",[171,172],{"label":17,"url":107},{"label":17,"url":107},"/template/service-agreement-D12711",false,{"seo":176,"reviewer":189,"legal_disclaimer":193,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":506,"classification":507},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Agency Agreement Corporate Duties Template | BIB","Free agency agreement template for corporate duties. Covers authority scope, fiduciary duties, compensation, termination, and liability.","agency agreement corporate duties template",[181,182,183,184,185,186,187,188],"agency agreement template","corporate agency agreement","principal agent agreement template","business agency contract template","agency agreement template word","commercial agency agreement","agency contract template free","agent authority agreement",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":195,"legal_review_recommended":193,"signature_required":193,"notarization_required":174},"advanced",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"An Agency Agreement Corporate Duties is a legally binding contract between a principal (a corporation or business) and an agent appointed to act on its behalf in a defined commercial capacity. This free Word download covers the agent's scope of authority, fiduciary obligations, compensation structure, confidentiality, liability limits, and termination — giving both parties an enforceable framework for the agency relationship.\n","Use it when appointing an individual or entity to negotiate contracts, solicit clients, manage business relationships, or execute transactions on your company's behalf. It is equally critical when accepting an agency appointment to confirm exactly what authority you hold and what duties you owe.\n","Appointment and authority clauses, agent duties and fiduciary obligations, compensation and commission terms, expense reimbursement, confidentiality and non-compete restrictions, liability and indemnification, term and termination provisions, and governing law.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Corporate executives","Formalizing an agent's authority to negotiate or execute deals on the company's behalf","persona-ceo",{"title":206,"use_case":207,"icon_asset_id":208},"Sales representatives and brokers","Confirming commission structure and authority limits before soliciting clients","persona-freelancer",{"title":210,"use_case":211,"icon_asset_id":212},"Import/export businesses","Appointing a local commercial agent to represent the company in a foreign market","persona-international-employer",{"title":214,"use_case":215,"icon_asset_id":216},"Small business owners","Delegating business development or procurement duties to a third-party agent","persona-small-business-owner",{"title":218,"use_case":219,"icon_asset_id":220},"Startups and growth-stage companies","Engaging regional agents to expand into new markets without a full-time sales team","persona-startup-founder",{"title":222,"use_case":223,"icon_asset_id":224},"Legal and compliance officers","Ensuring agent authority is documented to manage corporate liability exposure","persona-hr-manager",[226,230,233,237,241,244,247],{"situation":227,"recommended_template":228,"slug":229},"Appointing an exclusive sales agent for a specific territory","Exclusive Agency Agreement","exclusive-buyer-agency-agreement-D12824",{"situation":231,"recommended_template":232,"slug":229},"Engaging a non-exclusive agent alongside multiple representatives","Non-Exclusive Agency Agreement",{"situation":234,"recommended_template":235,"slug":236},"Appointing a real estate agent to buy or sell property on behalf of a corporation","Real Estate Agency Agreement","real-estate-operating-agreement-D14043",{"situation":238,"recommended_template":239,"slug":240},"Hiring a buying agent to source and procure goods","Purchasing Agency Agreement","sales-agency-agreement-D1254",{"situation":242,"recommended_template":84,"slug":243},"Engaging an independent contractor rather than an agent with fiduciary duties","independent-contractor-agreement-D160",{"situation":245,"recommended_template":109,"slug":246},"Granting broad legal authority to act across many domains, not just commercial ones","general-power-of-attorney-D1037",{"situation":248,"recommended_template":115,"slug":249},"Appointing a sales representative under a commission-based structure only","sales-representative-agreement-D556",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Principal","The corporation or person who appoints an agent and on whose behalf the agent is authorized to act.",{"term":255,"definition":256},"Agent","The individual or entity authorized to act on behalf of the principal within the scope defined by the agreement.",{"term":258,"definition":259},"Actual Authority","The express or implied power an agent legitimately holds as granted by the principal under the agreement.",{"term":261,"definition":262},"Apparent Authority","The power a third party could reasonably believe an agent possesses based on the principal's conduct, even if not explicitly granted.",{"term":264,"definition":265},"Fiduciary Duty","The legal obligation of an agent to act in the principal's best interests, with loyalty, care, and full disclosure of any conflicts.",{"term":267,"definition":268},"Scope of Authority","The specific transactions, territories, and decisions the agent is authorized to undertake on behalf of the principal.",{"term":270,"definition":271},"Ratification","A principal's after-the-fact approval of an act performed by an agent that exceeded the agent's actual authority.",{"term":273,"definition":274},"Del Credere Agent","An agent who guarantees the performance of third parties they introduce to the principal, in exchange for a higher commission.",{"term":276,"definition":277},"Commission","A percentage of the transaction value or a fixed fee paid to the agent as compensation for each completed transaction.",{"term":279,"definition":280},"Indemnification","A contractual obligation requiring one party to cover the losses or liabilities incurred by the other arising from specified acts or omissions.",{"term":282,"definition":283},"Termination for Cause","Ending the agency relationship immediately due to the agent's material breach, misconduct, insolvency, or fraud — without notice or compensation.",{"term":285,"definition":286},"Exclusivity","A restriction preventing the principal from appointing other agents in the same territory or for the same product line during the agreement term.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Appointment and Scope of Authority","Formally appoints the agent, identifies the principal, and defines precisely what transactions, territories, or subject matter the agent is authorized to handle.","[PRINCIPAL COMPANY NAME] hereby appoints [AGENT NAME] as its [exclusive / non-exclusive] agent to [DESCRIPTION OF DUTIES] within [TERRITORY / MARKET SEGMENT] for the duration of this Agreement. The Agent's authority is limited to the acts expressly described herein.","Defining authority too broadly with language like 'all matters relating to the business.' Overly wide authority exposes the principal to unlimited vicarious liability for acts the agent takes outside the intended scope.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Agent's Duties and Fiduciary Obligations","Sets out the specific duties the agent must perform and codifies the core fiduciary obligations — loyalty, good faith, full disclosure, and avoidance of conflicts of interest.","Agent shall: (a) act in the best interests of Principal at all times; (b) disclose any actual or potential conflict of interest promptly and in writing; (c) not make secret profits or accept undisclosed commissions from third parties; and (d) follow all lawful instructions of Principal.","Omitting a conflict-of-interest disclosure requirement. Without it, an agent can simultaneously represent a competitor and the principal without any contractual breach.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Compensation and Commission Structure","States how and when the agent is paid — commission rate or fixed fee, the transactions that trigger payment, the calculation basis, and the payment schedule.","Principal shall pay Agent a commission of [X]% of the net invoice value of each transaction concluded through Agent's efforts, payable within [30] days of Principal receiving cleared funds from the counterparty. No commission is earned on transactions subsequently cancelled or unpaid.","Failing to define what 'concluded through Agent's efforts' means. Ambiguity about which transactions trigger a commission is the single most common source of agency payment disputes.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Expense Reimbursement","Clarifies which business expenses the principal will reimburse, the approval process, and the required documentation.","Principal shall reimburse Agent for pre-approved reasonable expenses incurred in the performance of duties under this Agreement, provided Agent submits receipts within [30] days. Expenses exceeding $[AMOUNT] per item require prior written approval from [AUTHORIZED OFFICER TITLE].","No expense cap or pre-approval threshold. Without one, agents incur large expenses in the belief they will be reimbursed, creating disputed liabilities that are difficult to deny.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Confidentiality and Non-Disclosure","Prohibits the agent from disclosing or misusing the principal's confidential information — trade secrets, customer data, pricing, and business strategies — during and after the agreement.","Agent shall not, during or after the term of this Agreement, disclose or use any Confidential Information of Principal for any purpose other than performing Agent's duties hereunder. 'Confidential Information' includes customer lists, pricing data, trade secrets, and financial information.","Failing to extend confidentiality obligations beyond the agreement term. An agent who leaves is free to use confidential information the next day unless post-termination obligations are explicitly stated.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Non-Compete and Non-Solicitation","Restricts the agent from representing competing businesses during the agreement and from soliciting the principal's customers or staff after termination.","During the term, Agent shall not represent any business that directly competes with Principal in [TERRITORY]. For [12] months following termination, Agent shall not solicit any customer, supplier, or employee of Principal with whom Agent had material contact during the agency.","Using a post-termination non-compete that is unlimited in geography or duration. Courts in most jurisdictions will void an unreasonable restriction entirely rather than reduce it, leaving the principal with no protection at all.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Liability and Indemnification","Allocates financial responsibility for losses — the agent indemnifies the principal for losses caused by the agent's unauthorized acts, negligence, or misconduct; the principal indemnifies the agent for losses arising from authorized acts within scope.","Agent shall indemnify and hold harmless Principal from any loss, claim, or liability arising from Agent's unauthorized acts, negligence, fraud, or breach of this Agreement. Principal shall indemnify Agent for liabilities reasonably incurred by Agent in the performance of authorized duties.","One-sided indemnification covering only the principal. If the agent incurs liability while acting within scope on the principal's instruction, the agent bears costs that are legally the principal's responsibility — creating resentment and disputes.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Term, Renewal, and Termination","Sets the initial agreement term, conditions for automatic renewal, notice periods for voluntary termination, and grounds for immediate termination for cause.","This Agreement commences on [START DATE] and continues for [INITIAL TERM], renewing automatically for successive [RENEWAL TERM] periods unless either party provides [X] days' written notice of non-renewal. Principal may terminate immediately for Cause, including Agent's material breach, insolvency, or fraud.","No minimum notice period for termination without cause. In the EU and UK, commercial agents are entitled to statutory minimum notice periods regardless of what the contract says.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Consequences of Termination and Compensation on Termination","Addresses the agent's rights on termination — outstanding commissions on transactions in progress, goodwill or indemnity compensation under applicable law, and the return of materials.","On termination, Agent is entitled to commission on transactions substantially concluded before the effective termination date. Upon request, Agent shall return all Principal materials, data, and confidential documents within [10] business days.","Ignoring statutory termination compensation rights for commercial agents. In the EU and UK, qualifying agents are entitled to an indemnity or compensation payment on termination — a contractual clause that attempts to waive this right is void.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under this Agreement shall be submitted to binding arbitration administered by [AAA / ICC / LCIA] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law that conflicts with the location where the agent actually operates. Many jurisdictions — particularly in the EU — apply local mandatory law to protect resident commercial agents regardless of the governing law clause.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties with their full legal names","Enter the principal's registered corporate name — not a trade name — and the agent's full legal name or registered entity name. Include each party's registered address and, for corporations, the state or country of incorporation.","Cross-check the agent's entity name against a business registry before signing — acting as agent for an unregistered entity creates personal liability risk.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the scope of authority precisely","List the specific transactions, territories, product lines, and counterparty types the agent is authorized to handle. If the agent can bind the principal contractually, state the maximum transaction value they may commit to without prior approval.","Attach a Schedule A with a detailed authority matrix — transaction type, dollar threshold, and approval required — rather than embedding it in the body clause.",{"step":350,"title":351,"description":352,"tip":353},3,"Set the compensation and commission terms","Enter the commission rate or fixed fee, the calculation basis (net invoice value, gross margin, or contract value), the trigger event for earning a commission, and the payment timeline.","Define 'earned commission' to include a clawback provision for transactions that are cancelled, disputed, or unpaid within 90 days of invoicing — this prevents disputes on failed deals.",{"step":355,"title":356,"description":357,"tip":358},4,"Tailor the non-compete and non-solicitation scope","Set geographic scope, restricted activities, and duration proportionate to the agent's seniority and market access. Typical durations are 6–12 months post-termination for most agents.","In EU member states and several Canadian provinces, post-contractual non-competes for commercial agents require financial compensation to be enforceable — budget for this before including a restriction.",{"step":360,"title":361,"description":362,"tip":363},5,"Confirm the indemnification allocation","Review the liability clause to ensure both parties are covered: the agent for liabilities arising from authorized acts within scope, and the principal for losses caused by the agent's unauthorized or negligent acts.","Consider requiring the agent to maintain professional liability or errors and omissions insurance as a condition of the agreement — add this as a representation in the agreement.",{"step":365,"title":366,"description":367,"tip":368},6,"Set the term, notice period, and renewal mechanism","Enter the initial term, the renewal period, and the minimum notice required for non-renewal or termination without cause. Verify the notice period meets or exceeds any statutory minimum in the agent's jurisdiction.","In the UK and EU, minimum statutory notice for commercial agents starts at 1 month in the first year, rising to 3 months after 3 years — a shorter contractual notice period is void.",{"step":370,"title":371,"description":372,"tip":373},7,"Address termination compensation obligations","Include a clause specifying commissions due on transactions in progress at termination and whether the agent has any indemnity or goodwill compensation rights under applicable law.","If operating under EU law, consult a local lawyer before finalizing this clause — the Commercial Agents Directive creates mandatory compensation rights that cannot be contracted away.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before the agent takes any action on the principal's behalf","Both parties must sign before the agent begins any activity — apparent authority can arise from conduct even without a signed agreement, creating unintended principal liability.","Use a timestamped e-signature to create a clear record of execution date — any agent act that predates the signed agreement may fall outside the contractual indemnity.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Defining the agent's authority too broadly","Broad language like 'act on all company matters' gives the agent apparent authority to bind the principal on transactions far outside the intended scope. Third parties can enforce those commitments regardless of what the principal intended.","List each authorized transaction type explicitly with a maximum dollar value and require written approval above that threshold. Attach an authority matrix as a schedule.",{"mistake":385,"why_it_matters":386,"fix":387},"No post-termination confidentiality obligation","An agent with access to customer lists, pricing, and trade secrets faces no restriction on using that information the day after the agreement ends, unless the contract says otherwise.","Include a confidentiality clause that explicitly survives termination for at least 3–5 years, or indefinitely for trade secrets, and define 'Confidential Information' specifically.",{"mistake":389,"why_it_matters":390,"fix":391},"Omitting statutory termination compensation rights","In the EU and UK, commercial agents who qualify under the Commercial Agents Directive are entitled to an indemnity or compensation payment on termination. A clause that purports to waive this right is void — the liability exists whether or not the contract acknowledges it.","Include a clause that references statutory rights rather than attempting to exclude them. Take legal advice in EU/UK jurisdictions before finalizing termination terms.",{"mistake":393,"why_it_matters":394,"fix":395},"Ambiguous commission trigger language","Disputes over whether a transaction was 'concluded through the agent's efforts' are the most litigated issue in agency agreements. Vague language leads to withheld commissions, breach claims, and relationship breakdown.","Define the commission trigger precisely — e.g., 'a binding written contract executed by the counterparty within the Territory during the term' — and specify what happens to pipeline transactions on termination.",{"mistake":397,"why_it_matters":398,"fix":399},"Choosing a governing law inconsistent with the agent's location","Many jurisdictions apply local mandatory employment or commercial agency law to protect resident agents regardless of the contractual governing law clause. A US-law clause will not displace EU Commercial Agents Directive protections for an agent based in Germany.","Confirm the mandatory rules of the country where the agent operates before selecting governing law. If the agent is in the EU or UK, include an explicit acknowledgment of statutory rights.",{"mistake":401,"why_it_matters":402,"fix":403},"No cap on the agent's ability to incur expenses","Without a pre-approval threshold or expense cap, an agent can run up significant costs — travel, entertainment, marketing — and legitimately claim reimbursement, creating unbudgeted liabilities.","Set a per-item and per-month expense cap in the reimbursement clause, require itemized receipts within 30 days, and mandate written pre-approval for any single expense above a defined threshold.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is an agency agreement for corporate duties?","An agency agreement for corporate duties is a legally binding contract that appoints an agent to act on behalf of a corporation in a defined commercial capacity — negotiating contracts, soliciting clients, or managing business relationships. It sets out the agent's scope of authority, fiduciary duties, compensation, confidentiality obligations, and what happens on termination. It differs from an employment contract because the agent typically operates independently and is not on payroll.\n",{"question":409,"answer":410},"What is the difference between an agent and an independent contractor?","An agent is authorized to create legal obligations that bind the principal to third parties — when an agent signs a contract on the principal's behalf, the principal is bound. An independent contractor performs work for a client but does not have authority to bind them contractually. The distinction matters enormously for liability — principals are generally liable for their agents' authorized acts, but not for contractors' work product.\n",{"question":412,"answer":413},"Does an agency agreement need to be in writing?","In most jurisdictions, an agency relationship can arise from conduct or oral agreement. However, a written agreement is essential for enforcing restrictive covenants, limiting the agent's authority, protecting confidential information, and managing termination compensation. In the EU, the Commercial Agents Directive gives each party the right to demand a written statement of the agency terms at any time.\n",{"question":415,"answer":416},"What fiduciary duties does an agent owe the principal?","An agent typically owes the principal duties of loyalty, good faith, full disclosure of conflicts, confidentiality, and compliance with lawful instructions. The agent must not profit secretly from the agency, must not act for a competitor without disclosure, and must account for all money and property received on the principal's behalf. These duties exist under common law regardless of whether the contract states them explicitly.\n",{"question":418,"answer":419},"What happens if an agent acts outside their authority?","If an agent acts outside their actual authority, the principal is generally not bound — unless the third party reasonably believed the agent had authority based on the principal's conduct (apparent authority). The agent may then be personally liable to the third party for breach of warranty of authority. A clearly drafted scope-of-authority clause with a documented dollar threshold reduces the risk of unauthorized commitments creating principal liability.\n",{"question":421,"answer":422},"Are non-compete clauses enforceable in an agency agreement?","Enforceability depends on jurisdiction and scope. Post-termination non-competes must be reasonable in duration, geography, and scope to be upheld. In EU member states, a post-contractual restriction on a commercial agent generally requires financial compensation to be valid. In the US, enforceability varies by state — California, for example, bans most post-contractual non-competes even in commercial agency contexts. Consult local counsel before relying on this clause.\n",{"question":424,"answer":425},"What termination rights does a commercial agent have?","Under common law, the agent is entitled to notice or payment in lieu of notice based on the contract or reasonable inference. In the EU and UK, commercial agents covered by the Commercial Agents Directive have stronger rights: a minimum notice period starting at 1 month in year one, rising to 3 months after 3 years, plus an indemnity or compensation payment on termination unless the agent resigned without justification or caused the termination by their own breach. These rights cannot be contractually excluded.\n",{"question":427,"answer":428},"Can a principal be liable for the agent's wrongful acts?","Yes — principals are generally liable for the authorized acts of their agents, including torts committed in the course of authorized duties. For unauthorized acts, the principal may still face liability if the agent had apparent authority. This is why a clear, narrow scope-of- authority clause combined with an agent indemnity for unauthorized acts is essential. Principals should also consider requiring the agent to carry professional liability insurance.\n",{"question":430,"answer":431},"Do I need a lawyer to draft an agency agreement?","For straightforward domestic agency appointments with a limited scope, a high-quality template is typically sufficient. Engage a lawyer when the agent operates in an EU or UK jurisdiction (due to the Commercial Agents Directive), when the agent has broad authority to bind the company on material contracts, when exclusivity creates significant commercial risk, or when the agency involves regulated activities such as financial services, real estate, or insurance. A 1–2 hour review typically costs $400–$800 and is well justified for high-value appointments.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Import/Export and International Trade","industry-manufacturing","Local commercial agents appointed under country-specific agency laws, export control compliance obligations, and mandatory indemnity provisions under the EU Commercial Agents Directive.",{"industry":438,"icon_asset_id":439,"specifics":440},"Financial Services","industry-fintech","Appointed representatives and tied agents operating under FCA or SEC registration requirements, with enhanced duty-of-care obligations and mandatory disclosure of conflicts of interest.",{"industry":442,"icon_asset_id":443,"specifics":444},"Real Estate and Property","industry-professional-services","Licensed agents with jurisdiction-specific fiduciary duties to buyers and sellers, commission-split arrangements, and mandatory disclosure obligations under local real estate statutes.",{"industry":446,"icon_asset_id":447,"specifics":448},"Technology and SaaS","industry-saas","Channel partners and resellers acting as agents to source enterprise clients, with detailed IP protection clauses, data processing obligations, and non-solicitation of the vendor's direct customer base.",[450,452,455,458],{"vs":84,"vs_template_id":243,"summary":451},"An independent contractor agreement engages a party to perform specific work without authority to bind the principal. An agency agreement explicitly grants the agent authority to create legal obligations on the principal's behalf with third parties. Misusing a contractor agreement for a true agent relationship can leave the principal unexpectedly bound by the agent's unauthorized contracts.",{"vs":109,"vs_template_id":453,"summary":454},"power-of-attorney-D190","A power of attorney grants broad legal authority to act across many domains — financial, legal, and personal — and is often used in individual or estate contexts. An agency agreement for corporate duties is narrower, commercially focused, and includes the agent's fiduciary duties, compensation structure, and termination provisions. The two documents serve different purposes and are not interchangeable.",{"vs":115,"vs_template_id":456,"summary":457},"sales-representative-agreement-D12761","A sales representative agreement typically focuses on commission-based solicitation of orders without authority to bind the principal. An agency agreement for corporate duties grants broader authority, imposes full fiduciary obligations, and covers a wider range of corporate acts beyond sales. Use a sales rep agreement when the representative's sole role is generating leads or orders; use an agency agreement when they can execute binding commitments.",{"vs":459,"vs_template_id":460,"summary":461},"Distribution Agreement","D{DISTRIBUTION_AGREEMENT_ID}","A distributor buys goods from the principal and resells them on its own account — it is not the principal's agent and bears its own inventory and credit risk. An agent acts on the principal's behalf and never takes title to goods. The distinction determines who bears commercial risk, who is liable to end customers, and whether EU commercial agency protections apply.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Domestic agency appointments with a clearly limited scope and no EU or UK regulatory exposure","Free","30–45 minutes",{"best_for":468,"cost":469,"time":470},"Cross-border appointments, high-value authority thresholds, or agents in regulated industries","$400–$800 for a 1–2 hour lawyer review","2–5 business days",{"best_for":472,"cost":473,"time":474},"EU/UK commercial agents covered by the Commercial Agents Directive, exclusive territory arrangements, or agents with authority to bind on contracts above $500K","$1,500–$5,000+","1–3 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","Agency law in the US is governed primarily by common law and the Restatement (Third) of Agency, with no single federal statute. State variations apply — notably California, which restricts post-termination non-competes for agents as well as employees. Principals are vicariously liable for agents' torts committed within the scope of authority. Sales agents in some states may have statutory protections for commission payments on termination under state sales representative acts.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Agency law in Canada is primarily common law, with provincial contract law governing the relationship. Quebec applies civil law principles under the Civil Code, which treats mandates (the civil law equivalent of agency) somewhat differently from common law agency. There is no national commercial agents statute equivalent to the EU Directive, but courts regularly imply reasonable notice periods and commission rights on termination. Non-compete clauses require consideration and must be reasonable in scope and duration.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 apply to agents who negotiate or conclude the sale or purchase of goods on the principal's behalf as a continuing activity. These regulations provide mandatory minimum notice periods (1–3 months depending on length of service), and on termination the agent is entitled to either an indemnity (capped at one year's average annual commission) or a compensation payment reflecting the damage to the agent's business. Contractual terms purporting to exclude these rights are void. Post-Brexit, the UK retained these regulations as domestic law.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","The EU Commercial Agents Directive (86/653/EEC), implemented in all member states, gives qualifying commercial agents mandatory rights regardless of the governing law clause in the contract. These include minimum notice periods rising to 3 months after 3 years, and on termination either an indemnity up to one year's average annual remuneration or a compensation payment. Post-contractual non-competes require financial compensation and cannot exceed 2 years. Any contractual clause that derogates from these protections to the agent's detriment is void.",[243,246,249,497,498,499,500,501,502,503,504,505],"non-disclosure-agreement-nda-D12692","consulting-agreement---long-D12543","service-agreement-D12711","employment-agreement_at-will-employee-D541","commission-sales-agreement-D532","joint-venture-agreement-D889","partnership-agreement-D12551","vendor-agreement-D13292","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":107,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":517},"services-and-consulting","agreement","general","all-stages",[513,514,515,516],"agency-agreement","fiduciary-duties","commercial-contract","principal-agent",0.95,"\u003Ch2>What is an Agency Agreement Corporate Duties?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agency Agreement Corporate Duties\u003C/strong> is a legally binding contract that formally appoints an agent to act on behalf of a corporation or business principal within a defined commercial scope. It establishes the agent's authority to negotiate, solicit, or execute transactions that legally bind the principal with third parties, while simultaneously codifying the fiduciary duties the agent owes in return — loyalty, good faith, conflict-of-interest disclosure, and compliance with the principal's instructions. Unlike a simple service agreement or contractor arrangement, an agency agreement creates a relationship in which the agent's authorized acts become the principal's legal acts, making the scope of authority clause the most consequential provision in the document.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating an agency relationship without a written agreement exposes both the principal and the agent to serious and largely avoidable risk. For the principal, an undocumented agency creates unlimited apparent authority — third parties can hold the company to commitments the agent had no business making, simply because the company's conduct suggested the agent had broader powers than intended. For the agent, acting without a written agreement means no enforceable commission structure, no indemnification for authorized acts gone wrong, and no clarity on what confidential information they may legitimately use after the relationship ends. In regulated jurisdictions — particularly the EU and UK — failing to document the agency relationship also forfeits the principal's ability to structure termination compensation on favorable terms, as statutory rights apply by default and cannot be reduced by a hastily drafted clause. This template gives both parties a clear, enforceable framework before the first client call is made or the first contract is signed.\u003C/p>\n",1778773597714]