[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-international-agent-agreement-D13520":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":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"INTERNATIONAL AGENT AGREEMENT This International Agent Agreement (the \"Agreement\") is entered into effect as of [DATE], BETWEEN: [COMPANY NAME], (\"Principal\"), an individual with their 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] AND: [AGENT NAME], (\"Agent\"), an individual with their 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, the Principal is engaged in the business of [Description of Principal's Business]; WHEREAS, the Agent possesses the necessary resources, expertise, and network to act as an agent for the Principal; WHEREAS, the Principal desires to appoint the Agent as its exclusive Agent for the sale and distribution of its products or services in certain territories; WHEREAS, the Agent is willing to accept such appointment on the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: APPOINTMENT 1.1 Exclusive Appointment: The Principal hereby appoints the Agent as its exclusive Agent for the sale and distribution of the Principal's [PRODUCTS/SERVICES] (the \"Products\") within the territories defined in Exhibit A (the \"Territory\"). The Agent accepts such appointment and agrees to act as the Principal's exclusive Agent within the Territory. 1.2 Exclusivity: During the term of this Agreement, the Principal shall not appoint any other agents, distributors, or representatives within the Territory for the sale and distribution of the same or similar Products covered by this Agreement. 1.3 Non-Compete: The Agent shall not engage in the sale or distribution of any competing products or services that are similar to or in direct competition with the Principal's Products without the prior written consent of the Principal. OBLIGATIONS OF THE AGENT 2.1 Sales and Promotion: The Agent shall use its best efforts to promote, market, and sell the Principal's Products within the Territory. The Agent shall maintain a trained sales force and shall actively pursue sales opportunities, provide customer support, and perform all necessary tasks related to the sales and distribution of the Products. 2.2 Market Information: The Agent shall provide the Principal with regular reports regarding market conditions, customer feedback, and any relevant information pertaining to the sale and distribution of the Products within the Territory. 2.3 Compliance: The Agent shall comply with all applicable laws, regulations, and industry standards in carrying out its obligations under this Agreement. 2.4 Records and Reports: The Agent shall keep accurate records of all sales, transactions, and other activities related to the sale and distribution of the Products and shall provide the Principal with periodic reports as requested by the Principal. OBLIGATIONS OF THE PRINCIPAL 3.1 Product Supply: The Principal shall ensure an adequate supply of the Products to meet the demand within the Territory. The Principal shall use its best efforts to provide timely delivery of the Products to the Agent. 3",null,"International Agent Agreement","5",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/international-agent-agreement-D13520.png","https://templates.business-in-a-box.com/imgs/250px/13520.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13520.xml",{"title":15,"description":6},"international agent agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"International Agent Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13520.png",[24,17,20],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":18,"url":19},{"label":31,"url":32},"Distribution & Channel","/templates/distribution-and-channel/",[34,38,42,46,50,54,58,62,66,70,74,78,82,102,117,131,146,160],{"label":35,"url":36,"thumb":37,"extension":10},"Sale Agreement for International Goods","/template/sale-agreement-for-international-goods-D12553","https://templates.business-in-a-box.com/imgs/250px/12553.png",{"label":39,"url":40,"thumb":41,"extension":10},"Artist-Agent Agreement","/template/artist-agent-agreement-D857","https://templates.business-in-a-box.com/imgs/250px/857.png",{"label":43,"url":44,"thumb":45,"extension":10},"International Environmental Policy","/template/international-environmental-policy-D13988","https://templates.business-in-a-box.com/imgs/250px/13988.png",{"label":47,"url":48,"thumb":49,"extension":10},"Chief Agent Agreement Short Form","/template/chief-agent-agreement-short-form-D865","https://templates.business-in-a-box.com/imgs/250px/865.png",{"label":51,"url":52,"thumb":53,"extension":10},"Advertising Agency Agreement","/template/advertising-agency-agreement-D1223","https://templates.business-in-a-box.com/imgs/250px/1223.png",{"label":55,"url":56,"thumb":57,"extension":10},"Marketing Agency Agreement","/template/marketing-agency-agreement-D12852","https://templates.business-in-a-box.com/imgs/250px/12852.png",{"label":59,"url":60,"thumb":61,"extension":10},"Sales Agency Agreement","/template/sales-agency-agreement-D1254","https://templates.business-in-a-box.com/imgs/250px/1254.png",{"label":63,"url":64,"thumb":65,"extension":10},"Agency Agreement Corporate Duties","/template/agency-agreement-corporate-duties-D851","https://templates.business-in-a-box.com/imgs/250px/851.png",{"label":67,"url":68,"thumb":69,"extension":10},"Purchasing Agent (General) Job Description","/template/purchasing-agent-(general)-job-description-D11697","https://templates.business-in-a-box.com/imgs/250px/11697.png",{"label":71,"url":72,"thumb":73,"extension":10},"Brokerage Agreement","/template/brokerage-agreement-D12696","https://templates.business-in-a-box.com/imgs/250px/12696.png",{"label":75,"url":76,"thumb":77,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":79,"url":80,"thumb":81,"extension":10},"Exclusive Buyer Agency Agreement","/template/exclusive-buyer-agency-agreement-D12824","https://templates.business-in-a-box.com/imgs/250px/12824.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":91,"keywords":100,"url":101},"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",36,"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},[92,95,98],{"label":93,"url":94},"Human Resources","human-resources",{"label":96,"url":97},"Hire an Employee","hire-employee",{"label":18,"url":99},"business-legal-agreements","sales representative agreement","/template/sales-representative-agreement-D556",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":116},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF LICENSOR], (the \"Licensor\"), an individual with their 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: [NAME OF LICENSEE], (the \"Licensee\"), an individual with their 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: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. PAYMENT ","Technology Licensing Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/technology-licensing-agreement-D13434.png","https://templates.business-in-a-box.com/imgs/250px/13434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13434.xml",{"title":110,"description":6},"technology licensing agreement",[112,113],{"label":18,"url":99},{"label":114,"url":115},"License Agreements","license-agreement","/template/technology-licensing-agreement-D13434",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":129,"url":130},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), 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: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[127,128],{"label":18,"url":99},{"label":18,"url":99},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":9,"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","3","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":18,"url":99},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":147,"descriptionCustom":6,"label":148,"pages":120,"size":9,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":159},"REFERRAL AGREEMENT This Referral Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF REFERRER] (the \"Referrer\"), an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Referrer shall be referred to as the \"Parties.\" WHEREAS, the Company is engaged in the business of [SPECIFY THE BUSINESS] (the \"Services\"); and WHEREAS, the Referrer desires to refer potential clients (\"Referrals\") of the Services to the Company in exchange for a commission on any revenue generated by the Company as a result of such Introductions; NOW, THEREFORE, the Parties agree as follows: REFERRALS During the Term, the Referrer will make Introductions (as defined in Exhibit A) of the Company to potential clients for purposes of promoting the Services to such potential clients. The Referrer will use its professional judgment as to the appropriateness of a particular Introduction (recognizing that some Introductions may not be appropriate at a particular time or at any time). The Company will meet or conference and negotiate independently with a potential client after an Introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Referrer may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an Introduction. Further, the Company will have sole discretion to enter into or not enter into an arrangement with a potential client. COMMISSION During the Term, the Company will pay the Referrer a commission (the \"Compensation\") on \"Collection Service Revenue\" generated because of Introductions by the Referrer in accordance with Exhibit A. The Compensation shall be considered complete consideration for all Referrals made during the Term. The Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company. TERM AND TERMINATION The Term (the \"Initial Term\") of this Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER OF MONTHS] months. Prior to the end of the Initial Term and each \"Renewal Term\" (as hereafter defined), this Agreement will automatically extend for an additional [NUMBER OF MONTHS] month period (each, a \"Renewal Term\") unless either Party sends the other Party a notice of non-renewal at least [NUMBER OF DAYS] days prior to the expiration of the \"Term\" (as hereafter defined). The Initial Term and any Renewal Terms shall be collectively referred to herein as the \"Term.\" This Agreement may be terminated by either party upon [NUMBER OF DAYS] days' prior written notice. The following provisions shall survive the Termination Date: Representations and Warranties, Indemnification, Limitation of Liability, Confidentiality, Non-Competition and Non-Solicitation. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Referrer each expressly agree and understand that they are creating an independent contractor relationship, and that the Referrer shall not be considered an employee of the Company for any purpose. The Referrer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Referrer is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the Services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Referrer from performing Services for other clients or businesses, provided, however, that during the Term of this Agreement, the Referrer shall not apply, bid, or contract for, or undertake any employment, independent contractor work or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Referrer will notify the Company immediately if, during the Term, he engages, or proposes to engage, in the performance of Services for any competitor of the Company, or any vendor to or customer of the Company. If the Referrer performs Services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, the Referrer must fully disclose in advance to the Company the terms of any proposed or actual Services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Referrer. REPRESENTATIONS AND WARRANTIES Each of the Referrer and the Company represents and warrants that: it has the right to enter into this Agreement and the right to grant the rights granted herein; it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement; during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and it is not a party to any pending claims or litigation which might affect its performance of this Agreement. The Referrer shall provide the Referrer Services diligently and as per industry standards. The Referrer shall not provide misleading information about the Company or its Services to any third party. The Referrer shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the Services. The Referrer shall conduct itself in a professional manner while performing the Referrer Services for the Company. The Referrer hereby represents and warrants that, as of the date hereof and continuing throughout the Term of this Agreement, they are not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the Referrer Services contemplated hereunder. Except as specifically set forth in this Agreement, to the maximum extent permitted by law, each Party disclaims all warranties and representations, whether express, implied, or statutory, with respect to the marketing services provided to the other Party and other obligations undertaken hereunder, including without limitation, the implied warranties of merchantability, fitness for a particular purpose (even if the Referrer has been informed of such purpose), or warranties arising from a course of dealing, usage or trade practice","Referral Agreement","https://templates.business-in-a-box.com/imgs/1000px/referral-agreement-D13279.png","https://templates.business-in-a-box.com/imgs/250px/13279.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13279.xml",{"title":153,"description":6},"referral agreement",[155,156],{"label":18,"url":99},{"label":157,"url":158},"Partnership Agreements","partnership-agreement","/template/referral-agreement-D13279",{"description":161,"descriptionCustom":6,"label":162,"pages":105,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":172,"url":173},"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",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},[169],{"label":170,"url":171},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":248,"clauses":285,"how_to_fill":331,"common_mistakes":372,"faqs":397,"industries":425,"comparisons":450,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":506,"classification":507},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"International Agent Agreement Template | BIB","Free international agent agreement template covering territory, exclusivity, commissions, expenses, term, and post-termination compensation.","international agent agreement template",[181,182,183,184,185,186,187],"international agency agreement template","foreign agent agreement template","international sales agent contract","commercial agent agreement template","international distributor agent agreement","export agent agreement template","international agent agreement free download",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":174},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"An International Agent Agreement is a legally binding contract between a principal (a company seeking to expand internationally) and an agent (an individual or firm in a foreign country) appointed to solicit sales, develop business, or represent the principal within a defined territory. This free Word download covers every material term — territory, exclusivity, commissions, expense reimbursement, term and renewal, post-termination compensation, and governing law — in a single document you can edit online and export as PDF for execution.\n","Use it when appointing a foreign sales agent, business development representative, or market-entry partner in any international territory where you lack a local legal entity or direct sales force. It is equally critical when formalizing an existing informal agency arrangement before disputes over commission or territory arise.\n","Appointment and territory clause, exclusivity terms, agent duties and performance targets, commission rates and payment mechanics, expense policy, term and renewal provisions, post-termination compensation and goodwill indemnity, confidentiality and IP protection, compliance and anti-bribery obligations, and governing law with dispute resolution.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Export managers","Formalizing agent appointments in new international markets before revenue begins","persona-operations-director",{"title":205,"use_case":206,"icon_asset_id":207},"Small business owners","Appointing a foreign agent to generate sales without opening a local entity","persona-small-business-owner",{"title":209,"use_case":210,"icon_asset_id":211},"Startup founders","Entering a foreign market through a commissioned agent as a capital-light expansion strategy","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"International sales directors","Standardizing agent contracts across multiple territories to ensure consistent commission and termination terms","persona-ceo",{"title":217,"use_case":218,"icon_asset_id":219},"Legal and compliance officers","Ensuring agent contracts include anti-bribery, FCPA, and Bribery Act compliance obligations","persona-hr-manager",{"title":221,"use_case":222,"icon_asset_id":223},"Manufacturing and wholesale companies","Appointing regional agents to develop distributor and retail channel relationships abroad","persona-retailer",[225,229,232,235,238,241,245],{"situation":226,"recommended_template":227,"slug":228},"Agent will buy and resell goods under their own name and risk","International Distribution Agreement","international-agent-agreement-D13520",{"situation":230,"recommended_template":231,"slug":228},"Agent operates exclusively in a single defined country or territory","Exclusive International Agent Agreement",{"situation":233,"recommended_template":234,"slug":228},"Agent operates in multiple territories on a non-exclusive basis","Non-Exclusive International Agent Agreement",{"situation":236,"recommended_template":84,"slug":237},"Engaging a domestic sales representative on commission within one country","sales-representative-agreement-D556",{"situation":239,"recommended_template":119,"slug":240},"Appointing a joint venture partner rather than a commissioned agent","joint-venture-agreement-D889",{"situation":242,"recommended_template":243,"slug":244},"Granting a foreign party the right to sublicense IP alongside agency duties","International Licensing Agreement","technology-licensing-agreement-D13434",{"situation":246,"recommended_template":148,"slug":247},"Formalizing a referral-only arrangement with a capped finder's fee","referral-agreement-D13279",[249,252,255,258,261,264,267,270,273,276,279,282],{"term":250,"definition":251},"Principal","The company or individual who appoints the agent and on whose behalf the agent solicits orders or conducts business.",{"term":253,"definition":254},"Commercial Agent","A self-employed intermediary who has ongoing authority to negotiate or conclude contracts on behalf of the principal, typically in exchange for a commission.",{"term":256,"definition":257},"Exclusive Territory","A defined geographic area within which the principal agrees not to appoint any other agent or directly solicit customers during the agreement term.",{"term":259,"definition":260},"Commission","A percentage of the net sale value of orders procured by the agent that the principal pays to the agent upon receipt of payment from the customer.",{"term":262,"definition":263},"Goodwill Indemnity","A statutory payment owed to a commercial agent upon termination in many jurisdictions — typically equal to one year's average commission — compensating the agent for customers and market share generated during the relationship.",{"term":265,"definition":266},"Del Credere","An optional clause under which the agent guarantees the creditworthiness of customers they introduce, accepting liability for customer non-payment in exchange for a higher commission rate.",{"term":268,"definition":269},"FCPA (Foreign Corrupt Practices Act)","A US law prohibiting companies and their agents from bribing foreign government officials to obtain or retain business; applies to the principal regardless of which country the agent operates in.",{"term":271,"definition":272},"UK Bribery Act 2010","UK legislation creating corporate liability for failing to prevent bribery committed by persons associated with the company, including foreign agents — making a written compliance obligation in the agency contract a critical protective measure.",{"term":274,"definition":275},"Post-Term Restriction","A clause preventing the agent from soliciting the principal's customers or representing competing businesses for a defined period after the agreement ends.",{"term":277,"definition":278},"Force Majeure","A clause excusing a party from performance obligations when an extraordinary event beyond their control — war, natural disaster, or pandemic — makes performance impossible or commercially impracticable.",{"term":280,"definition":281},"Choice of Law","The contractual designation of which country's or state's law governs the interpretation and enforcement of the agreement, independent of where the parties are located.",{"term":283,"definition":284},"Indemnification","An obligation by one party to compensate the other for specified losses, liabilities, or costs — here typically the principal indemnifying the agent for authorized commitments made on the principal's behalf.",[286,291,296,301,306,311,316,321,326],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Appointment and Territory","Defines the scope of the agency — whether the agent is exclusive or non-exclusive, the geographic territory covered, and any product or service lines included.","[PRINCIPAL NAME] hereby appoints [AGENT NAME] as its [exclusive / non-exclusive] agent for the sale of [PRODUCTS/SERVICES] in the territory of [COUNTRY / REGION] ('Territory'). Agent shall not solicit orders outside the Territory without prior written consent.","Defining territory by continent or region rather than specific countries. Vague geography creates overlap disputes with other agents and makes exclusivity claims unenforceable.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Agent Duties and Performance Targets","Sets out what the agent must do — minimum sales targets, reporting obligations, market feedback, trade show attendance — and the consequences of failing to meet them.","Agent shall use best efforts to promote and solicit orders for the Products in the Territory. Agent shall achieve minimum annual sales of [CURRENCY][AMOUNT] by [DATE]. Failure to meet minimum targets for two consecutive quarters shall entitle Principal to convert this agreement to non-exclusive.","No minimum performance targets at all. Without them, an exclusive agent can sit on a territory indefinitely, blocking the principal from appointing others while generating no revenue.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Commission Rate and Payment","States the commission percentage, the basis on which it is calculated (net invoice value, gross sale, or received payment), the payment trigger, and the timing of payment.","Principal shall pay Agent a commission of [X]% of the net invoice value of all orders solicited by Agent and accepted by Principal. Commission is earned when Principal receives full payment from the customer and shall be paid within [30] days of the month-end in which payment is received.","Tying commission to invoicing rather than payment received. If the customer does not pay and the principal has already paid commission, recovery is costly and contested.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Expenses and Reimbursement","Clarifies which expenses the agent may incur on the principal's behalf, the pre-approval threshold, and the documentation required for reimbursement.","Agent shall bear all routine operating expenses. Principal shall reimburse Agent for pre-approved travel and accommodation expenses incurred specifically for [TRADE SHOWS / CUSTOMER VISITS] upon submission of receipts, provided expenses do not exceed [CURRENCY][AMOUNT] per month without prior written approval.","No expense policy at all. Absent a written limit, agents submit unlimited expenses as agency costs, treating the principal as a reimbursement source for general overhead.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Term, Renewal, and Termination","Sets the initial contract term, the mechanism for renewal or expiry, notice periods for termination, and immediate-termination triggers for cause.","This Agreement commences on [DATE] and continues for [12] months, renewing automatically for successive [12]-month terms unless either party gives [90] days' written notice of non-renewal. Principal may terminate immediately for cause, including Agent's material breach, insolvency, or conviction of a criminal offence.","Setting notice periods shorter than the statutory minimum in the agent's country. Many EU member states and the UK mandate minimum notice periods that override the contract; failing to meet them exposes the principal to wrongful termination liability.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Post-Termination Compensation and Goodwill Indemnity","Addresses the agent's right to compensation after the agreement ends — whether under statute or contract — for the customer base and market share created during the relationship.","Upon termination, Agent shall be entitled to compensation in accordance with applicable law. Where the EU Commercial Agents Directive or equivalent legislation applies, the maximum goodwill indemnity shall be one year's average annual commission calculated over the preceding [5] years or the duration of the contract, whichever is shorter.","Attempting to waive statutory goodwill indemnity rights in the contract. In the EU, UK, and many other jurisdictions, these rights cannot be waived in advance — the clause is void and the full statutory entitlement applies regardless.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confidentiality and Intellectual Property","Prohibits the agent from disclosing the principal's confidential information or using the principal's trademarks, trade secrets, or materials outside the scope of the agency.","Agent shall not disclose or use any Confidential Information of Principal for any purpose other than performing the duties under this Agreement. All trademarks, marketing materials, and product specifications remain the sole property of Principal. Agent acquires no licence beyond what is strictly necessary to perform its duties.","No IP clause — allowing the agent to register the principal's trademark in the agent's country. In many jurisdictions, a local party who registers a foreign brand in bad faith can hold the rightful owner to ransom.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Compliance, Anti-Bribery, and Sanctions","Requires the agent to comply with all applicable anti-corruption laws — including the US FCPA and UK Bribery Act — and prohibits payments to government officials or sanctioned parties.","Agent warrants that it has not offered, given, or received any bribe, kickback, or improper payment in connection with this Agreement and shall not do so. Agent shall comply with all applicable anti-corruption laws including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010. Any breach of this clause is grounds for immediate termination.","Omitting the anti-bribery clause because the principal is not US- or UK-based. FCPA applies to any company with US securities listings or US-dollar transactions; UK Bribery Act applies to any company carrying on business in the UK, regardless of incorporation.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Governing Law and Dispute Resolution","Designates which country's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — and the seat of proceedings.","This Agreement is governed by the laws of [COUNTRY / STATE]. Any dispute shall be finally resolved by arbitration under the [ICC / LCIA / AAA] Rules, with the seat in [CITY]. The language of the proceedings shall be [LANGUAGE]. Either party may seek injunctive relief in any competent court.","Choosing the agent's local law as governing law without understanding local mandatory protections. EU commercial agency law applies regardless of governing-law choice when the agent operates in an EU member state — overriding any contrary contractual provision.",[332,337,342,347,352,357,362,367],{"step":333,"title":334,"description":335,"tip":336},1,"Identify the parties and their legal entities","Enter the principal's full registered company name, country of incorporation, and registered address. Then enter the agent's full legal name or entity name, country, and address. Confirm that the agent has the legal capacity to act as a commercial agent in their jurisdiction.","Run a company registry check in the agent's country before execution — engaging a dissolved or unregistered entity voids the contract and creates undisclosed personal liability.",{"step":338,"title":339,"description":340,"tip":341},2,"Define the territory with country-level precision","List each country or territory covered by name. If the agreement is exclusive, state that explicitly and confirm no conflicting arrangements exist with other agents in the same territory.","Include a schedule of territories as an exhibit rather than embedding them in the body — it makes future amendments (adding or removing countries) cleaner and avoids re-executing the full agreement.",{"step":343,"title":344,"description":345,"tip":346},3,"Set minimum performance targets","Enter minimum annual or quarterly sales targets in the agreed currency. Specify the consequence of missing targets for two or more consecutive periods — typically conversion to non-exclusive or right to terminate.","Set Year 1 targets at 60–70% of your internal forecast to account for market-entry ramp time. Unrealistic targets invite early disputes and agent defensiveness.",{"step":348,"title":349,"description":350,"tip":351},4,"Specify commission rate, basis, and payment timing","Enter the commission percentage, confirm whether it is calculated on net invoice value or cash received, and set the payment deadline after month-end. If different rates apply to different product lines or customer tiers, list them in a schedule.","Pay commission on cash received, not invoice date — this aligns agent incentives with your actual cash flow and eliminates disputes over bad-debt commission clawbacks.",{"step":353,"title":354,"description":355,"tip":356},5,"Fill in the term, notice period, and renewal mechanics","Set the initial term (12 months is standard for a first appointment), the notice period for non-renewal (90 days is common), and whether the agreement auto-renews or requires affirmative renewal. Add immediate-termination triggers for cause.","Check the statutory minimum notice period in the agent's operating country before setting your notice period — several EU jurisdictions mandate 1 month per year of relationship, up to 6 months.",{"step":358,"title":359,"description":360,"tip":361},6,"Address post-termination compensation explicitly","State whether goodwill indemnity applies by statute or is excluded where lawfully permitted. Include the calculation formula and cap. If your governing law is outside the EU, consider whether you are granting or denying contractual goodwill compensation.","Even where goodwill indemnity is not mandatory, offering a contractual formula (e.g., 3–6 months' average commission) in exchange for a clean non-compete is often preferable to silence followed by a statutory claim.",{"step":363,"title":364,"description":365,"tip":366},7,"Insert the anti-bribery and compliance clause verbatim","Do not modify or soften the anti-bribery clause. Ensure it names the FCPA and UK Bribery Act by name, requires the agent to maintain compliance records, and grants the principal audit rights.","Regulators treat a weak or absent anti-bribery clause as evidence of inadequate compliance controls. A strong written obligation in the contract is the first layer of your adequate-procedures defence.",{"step":368,"title":369,"description":370,"tip":371},8,"Choose governing law and arbitration seat deliberately","Select a governing law in a neutral, commercially sophisticated jurisdiction — England and Wales, Switzerland, Singapore, or New York are common choices. Pair it with an arbitration clause under ICC, LCIA, or SIAC rules for enforceable cross-border awards.","Avoid choosing the agent's local law as governing law unless you have taken advice on local mandatory agency statutes — several protect agents to a degree the contract cannot override.",[373,377,381,385,389,393],{"mistake":374,"why_it_matters":375,"fix":376},"No minimum performance targets in an exclusive territory","An exclusive agent with no targets can hold a territory indefinitely, generating no revenue while blocking the principal from appointing anyone else or selling directly.","Always include minimum quarterly or annual sales figures with explicit consequences — conversion to non-exclusive or right to terminate — for consecutive shortfalls.",{"mistake":378,"why_it_matters":379,"fix":380},"Attempting to waive statutory goodwill indemnity in advance","In the EU, UK, and many other jurisdictions, an agent's right to goodwill indemnity or compensation on termination cannot be contracted away in advance. The waiver clause is void and the full statutory entitlement survives.","Remove any advance waiver of indemnity rights and instead negotiate the calculation method and cap in line with what the applicable statute permits.",{"mistake":382,"why_it_matters":383,"fix":384},"Omitting the anti-bribery and compliance clause","Without a written compliance obligation, a principal whose agent pays a bribe to a foreign official has virtually no defence under the UK Bribery Act's 'failure to prevent' offence, which carries unlimited fines and criminal liability.","Include a standalone anti-bribery clause naming the FCPA and UK Bribery Act, with audit rights and immediate-termination consequences for breach.",{"mistake":386,"why_it_matters":387,"fix":388},"Choosing the agent's local law as governing law without advice","Many countries have mandatory commercial agency statutes that override contractual governing-law choices when the agent operates locally — leaving the principal subject to local law regardless of what the contract says.","Select a neutral governing law (England and Wales, Switzerland, Singapore, or New York) and take brief local-law advice on any mandatory rules that apply in the agent's operating country.",{"mistake":390,"why_it_matters":391,"fix":392},"Tying commission to invoice date rather than payment received","If a customer defaults, the principal has already paid commission on revenue it never collected — recovering overpaid commission from a foreign agent is expensive and rarely successful.","Draft the commission-earned trigger as 'when Principal receives cleared funds from the customer' and include a clawback provision if payment is subsequently reversed.",{"mistake":394,"why_it_matters":395,"fix":396},"No IP protection clause allowing the agent to register the principal's brand locally","In many countries, a local agent can register the principal's trademark in their own name, creating an extortion dynamic where the principal cannot operate in that market without buying back its own brand.","Include an explicit clause prohibiting the agent from registering any of the principal's trademarks, domain names, or trade names — and register key trademarks in target markets before appointing an agent.",[398,401,404,407,410,413,416,419,422],{"question":399,"answer":400},"What is an international agent agreement?","An international agent agreement is a contract appointing an individual or company in a foreign country to represent the principal — soliciting orders, developing business, or negotiating contracts on the principal's behalf — within a defined territory, in exchange for a commission on sales generated. Unlike a distributor, the agent does not buy goods or take title; they act in the principal's name and the principal remains the contracting party with the end customer.\n",{"question":402,"answer":403},"What is the difference between an agent and a distributor?","An agent solicits orders on the principal's behalf without taking title to goods — the principal invoices the customer directly and pays the agent a commission. A distributor buys goods from the principal, takes on inventory risk, and resells under its own name and margin. Agents create smaller upfront risk for the principal but give the principal less control over pricing and customer relationships than a direct sales force. Distributors carry their own risk but require deeper margin sharing.\n",{"question":405,"answer":406},"Does EU commercial agency law apply to my agreement?","If your agent operates in any EU member state, EU Commercial Agents Directive 86/653/EEC applies — regardless of which governing law you chose in the contract. It mandates minimum notice periods, entitles the agent to goodwill indemnity or compensation on termination, and gives the agent the right to request written contract terms. These protections cannot be waived in advance. Similar legislation based on the Directive applies in the UK under the Commercial Agents (Council Directive) Regulations 1993.\n",{"question":408,"answer":409},"What is a goodwill indemnity and when is it owed?","A goodwill indemnity (or compensation) is a statutory payment owed to a commercial agent when the principal terminates the agreement — compensating the agent for customers or increased business they brought to the principal that continues to benefit the principal post-termination. In the EU and UK, the indemnity is capped at one year's average annual commission over the preceding five years. It is owed unless the agent has committed a breach justifying immediate termination, or the agent voluntarily terminates without cause.\n",{"question":411,"answer":412},"Can I make the agent agreement exclusive?","Yes — exclusive arrangements are common for market entry. Exclusivity means the principal will not appoint other agents or sell directly into the defined territory during the agreement term. However, exclusivity without minimum performance targets is commercially dangerous: the principal has no enforceable remedy if the agent fails to generate sales but refuses to relinquish the territory. Always pair exclusivity with binding sales minimums and a conversion-to-non-exclusive clause for missed targets.\n",{"question":414,"answer":415},"Does the FCPA apply to my international agent?","Yes, if your company has US securities listings, conducts US-dollar transactions, or has any US nexus, the FCPA applies to bribes paid by your agent on your behalf — even if you were unaware of the payment. The FCPA's anti-bribery provision applies to issuers, domestic concerns, and persons acting within US territory. A written anti-bribery clause, compliance training records, and agent due-diligence documentation are the core of an adequate-procedures defence.\n",{"question":417,"answer":418},"What governing law should I choose for an international agent agreement?","Most principals choose a neutral, commercially sophisticated jurisdiction — England and Wales, Switzerland, Singapore, or New York — to govern the contract. This choice is generally respected in international arbitration. However, if the agent operates in the EU, UK, or a country with mandatory commercial agency statutes, local law provisions will apply in parallel regardless of your contractual choice. Take brief local-law advice in the agent's operating country before finalising the governing-law clause.\n",{"question":420,"answer":421},"What notice period is required to terminate an international agent agreement?","The EU Commercial Agents Directive and the UK equivalent mandate minimum notice periods of 1 month in the first year, 2 months in the second year, and 3 months in subsequent years — which cannot be reduced by contract. Many EU member states extend these minimums further. Outside the EU and UK, statutory requirements vary: some countries impose no minimum; others protect agents under general labour or commercial law principles. Always confirm the statutory floor in the agent's country before drafting the termination clause.\n",{"question":423,"answer":424},"Do I need a lawyer to draft an international agent agreement?","A high-quality template covers the core commercial and legal structure for straightforward appointments in most jurisdictions. Engage a lawyer when the agent operates in a country with complex mandatory agency protections (Germany, France, Belgium, or Latin American jurisdictions with special agent laws), when the commission at stake exceeds $100K annually, or when the anti-bribery exposure is material. A one-hour local-law review in the agent's country ($300–$800) is strongly recommended for first-time appointments in any new jurisdiction.\n",[426,430,434,438,442,446],{"industry":427,"icon_asset_id":428,"specifics":429},"Manufacturing and Wholesale","industry-manufacturing","Agents appointed to develop distributor and retail networks in new export markets, with commission tied to confirmed orders and minimum volume commitments per territory.",{"industry":431,"icon_asset_id":432,"specifics":433},"Technology / SaaS","industry-saas","Agents soliciting enterprise software deals on the principal's behalf in markets where a local sales entity is not yet justified; commission structures typically tied to annual contract value.",{"industry":435,"icon_asset_id":436,"specifics":437},"Professional Services","industry-professional-services","Consulting and advisory firms using local agents to source engagements in regulated or relationship-driven markets, with strict conflict-of-interest and confidentiality obligations.",{"industry":439,"icon_asset_id":440,"specifics":441},"Food and Beverage","industry-food-beverage","Producers entering foreign retail and food-service channels through commissioned agents, with regulatory compliance and labelling requirements attached as agent obligations.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare and MedTech","industry-healthtech","Medical device and pharmaceutical companies appointing agents to access hospital procurement channels, with anti-bribery and healthcare-industry compliance obligations elevated to contract conditions.",{"industry":447,"icon_asset_id":448,"specifics":449},"Retail and Consumer Goods","industry-retail","Brand owners using agents to secure placement in foreign department stores or specialty retailers, with territorial brand-protection clauses preventing unauthorised trademark registration.",[451,454,457,460],{"vs":227,"vs_template_id":452,"summary":453},"D{INTERNATIONAL_DISTRIBUTION_ID}","A distribution agreement appoints a foreign party to buy goods outright and resell them under their own name, bearing inventory and credit risk. An agent agreement keeps the principal as the contracting party with end customers and limits the foreign party to soliciting orders for a commission. Use a distribution agreement when you want a partner to carry stock and bear market risk; use an agent agreement when you want to retain control over pricing, customer relationships, and invoicing.",{"vs":84,"vs_template_id":455,"summary":456},"sales-representative-agreement-D167","A sales representative agreement appoints a domestic commissioned representative — typically within a single country. An international agent agreement adds cross-border complexity: mandatory commercial agency statutes, goodwill indemnity rights, FCPA and Bribery Act compliance obligations, foreign trademark protection, and multi-jurisdictional dispute resolution. Use a sales rep agreement for domestic arrangements; use an international agent agreement for any cross-border appointment.",{"vs":119,"vs_template_id":458,"summary":459},"joint-venture-agreement-D157","A joint venture creates a shared legal entity or contractual collaboration where both parties contribute resources, share risks, and split profits. An international agent agreement is a pure agency — the agent acts on the principal's behalf for a commission and bears no equity stake or shared liability. A joint venture is appropriate when market entry requires substantial local investment or regulatory partnership; an agent agreement suits market development where the principal wants to retain full ownership and control.",{"vs":243,"vs_template_id":461,"summary":462},"international-licensing-agreement-D13519","A licensing agreement grants a foreign party the right to use the principal's IP — trademark, patent, or technology — in exchange for royalties, without the licensee acting as the principal's representative. An agent agreement appoints a representative to generate business on the principal's behalf without granting any IP rights beyond what is strictly necessary to perform agency duties. Use a licensing agreement when the core value is IP exploitation; use an agent agreement when the goal is to generate direct sales in a foreign market.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Standard agent appointments in common-law jurisdictions or markets with straightforward agency law, where annual commission is under $50K","Free","30–60 minutes",{"best_for":469,"cost":470,"time":471},"First-time appointments in EU member states, UK, or any jurisdiction with mandatory commercial agency statutes, or where annual commission exceeds $50K","$300–$800 for a local-law review in the agent's country","2–5 days",{"best_for":473,"cost":474,"time":475},"High-value exclusive arrangements, agents in highly regulated sectors (healthcare, defence, financial services), or markets with complex mandatory protections (Germany, France, Brazil, Mexico)","$2,000–$8,000+","2–4 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","The US does not have a federal commercial agency statute equivalent to the EU Directive — agent relationships are governed by state contract and agency law. However, the Foreign Corrupt Practices Act (FCPA) applies to all US issuers and domestic concerns whose agents pay bribes to foreign officials, creating significant principal liability for agent misconduct. California provides additional protections for commissioned salespeople under Labor Code provisions; check state law if the agent is based in the US.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canada has no federal commercial agency statute, but several provinces — including Ontario and Quebec — have legislation protecting certain categories of agent on termination. Quebec's Civil Code imposes specific obligations on mandates (the Quebec equivalent of agency). Anti-bribery exposure is governed by the Corruption of Foreign Public Officials Act (CFPOA), which has similar reach to the FCPA and applies to Canadian companies and their agents operating abroad. Contracts must be available in French in Quebec for provincially regulated businesses.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","The Commercial Agents (Council Directive) Regulations 1993 remain in force post-Brexit and closely follow the EU Directive. They mandate minimum notice periods, entitle agents to goodwill indemnity or compensation on termination (capped at one year's average commission), and cannot be waived in advance. The UK Bribery Act 2010 creates corporate criminal liability for failing to prevent bribery by associated persons — including foreign agents — making a written compliance clause and documented due-diligence process essential elements of an adequate-procedures defence.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU Commercial Agents Directive 86/653/EEC is implemented in all member states and applies whenever the agent operates in the EU, overriding any contrary contractual governing-law choice. It guarantees minimum notice periods scaling from 1 to 3 months, goodwill indemnity or compensation rights on termination, and the agent's right to a written contract. Several member states — including Germany, France, and Belgium — provide protections beyond the Directive minimum. Termination must be for documented cause to avoid triggering indemnity; even legitimate performance-based termination may give rise to a statutory claim.",[237,244,240,498,247,499,500,501,502,503,504,505],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","distribution-agreement-D12544","commission-sales-agreement-D532","confidentiality-agreement-D950","general-non-compete-agreement-D882","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":99,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":518},"distribution-and-channel","agreement","general","growth",[513,514,515,516,517],"contract","international-expansion","agent-agreement","sales-representation","distribution",0.92,"\u003Ch2>What is an International Agent Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>International Agent Agreement\u003C/strong> is a legally binding contract between a \u003Cstrong>principal\u003C/strong> — typically a company seeking to grow sales or market presence abroad — and a \u003Cstrong>commercial agent\u003C/strong> appointed in a foreign country to solicit orders, negotiate contracts, or develop business on the principal's behalf within a defined territory. Unlike a distributor, the agent does not purchase goods or assume inventory risk; they act in the principal's name, the principal invoices the end customer directly, and the agent earns a commission on confirmed sales. The agreement governs every material dimension of that relationship: the scope and exclusivity of the territory, performance targets, commission rate and payment mechanics, expense reimbursement, confidentiality and IP protection, anti-bribery compliance obligations, and the agent's rights — including statutory goodwill indemnity — when the relationship ends.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating through a foreign agent without a written agreement is one of the costliest mistakes a company can make when entering international markets. Without documented territory boundaries and exclusivity terms, parallel agents create channel conflict and commission disputes within months. Without minimum performance targets tied to consequences, an exclusive agent can sit on a valuable territory indefinitely while blocking direct sales or competing appointments. Without an anti-bribery clause and documented due diligence, a single improper payment by the agent can trigger FCPA or UK Bribery Act liability for the principal — penalties that run into the tens of millions. And without a post-termination clause that reflects applicable law, a terminated agent in Germany, France, or any EU member state can claim a goodwill indemnity equivalent to a full year's commission regardless of what the contract says or says nothing. This template gives you the documented framework to appoint an international agent correctly from day one — protecting your territory, your commissions, your IP, and your compliance position before the first order is ever placed.\u003C/p>\n",1778773524545]