LEGAL PRACTICE COURSE
Commercial Law and Practice
Skills Session 8: Suggested Amendments to Agency Agreement
[Note: This is a short example of an agency agreement. Depending on the nature of a
particular agency agreement, you would also expect to see more detailed provisions
covering some or all of the following, to give just some examples: Intellectual Property;
Advertising and Promotion; Compliance with Laws and Regulations; Product Liability and
Insurance; Currency and Language; Bribery Act 2010; Assignment; Further Assurance; No
Waiver; Severability; Rights of Third Parties, Dispute Resolution; Notices. For ease of
reference and teaching purposes, these have been deliberately omitted from this example.
You are not expected to comment on their omission.]
AGENCY AGREEMENT
between
Seramica Limited [insert name of
principal]
and
Giles Standish
[insert name of agent]
dated [ ]
We got a blank for inserting the date on which the agreement is executed as we don’t know that yet
and it may not be 1 May. Agreement may be signed before that date.
docs_247048427.docx 1/11 © City, University of London 2020
, THIS AGENCY AGREEMENT (the “Agreement”) dated [insert date] is made between:
[Note: Date has been left blank as the agreement may be signed before the Commencement
Date and we have not been provided with a signing date.]
(1) Seramica Limited, [insert company name], a company incorporated in England
and Wales with company number 345211[insert company number] whose
registered office is at Unit 5 Battersea Park Estate, London SW2 4FG [insert
address] (the “Principal”); and
(2) Giles Standish[insert company name], an individual trading as Standish & Co.,
whose primary place of business is at 10 Holland Drive, Exeter, EX1 5DZ
company incorporated in England and Wales with company number [insert
company number] whose registered office is at [insert address] (the “Agent”).
[Note: Consider other consequences of Giles Standish being an individual rather than a
company. For example, in termination provisions Seramica may wish to include provisions
relating to death and mental incapacity. These lead to termination by operation of law, but
nevertheless Seramica may prefer to deal with this points specifically in the agreement. See
also Clause 6.1.3 below.]
BACKGROUND:
The Principal [manufactures/sells/manufactures and sells] energy-efficient luxury tiles,
branded with the name ‘Soleo’. [insert short description of products]. The Principal wishes to
appoint the Agent as its [exclusive/sole/non-exclusive] agent for the marketing and sale of
such products within Somerset, Avon, Devon and Cornwall[insert short description of
territory], and the agent wishes to accept such appointment, on the terms set out in this
Agreement.
THE PARTIES AGREE:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
“Change of Control” means [insert definition]
“Client” means any person or company within the Territory, other than an Excluded
Client, with whom the Principal enters into a contract for the sale and purchase of
Products.
“Commencement Date” means 1 May 2020. It’s in heads of terms. [insert definition]
docs_247048427.docx© City, 2/11 2019-lpc-comm-ws8-ss-d2
University of London 2020
Commercial Law and Practice
Skills Session 8: Suggested Amendments to Agency Agreement
[Note: This is a short example of an agency agreement. Depending on the nature of a
particular agency agreement, you would also expect to see more detailed provisions
covering some or all of the following, to give just some examples: Intellectual Property;
Advertising and Promotion; Compliance with Laws and Regulations; Product Liability and
Insurance; Currency and Language; Bribery Act 2010; Assignment; Further Assurance; No
Waiver; Severability; Rights of Third Parties, Dispute Resolution; Notices. For ease of
reference and teaching purposes, these have been deliberately omitted from this example.
You are not expected to comment on their omission.]
AGENCY AGREEMENT
between
Seramica Limited [insert name of
principal]
and
Giles Standish
[insert name of agent]
dated [ ]
We got a blank for inserting the date on which the agreement is executed as we don’t know that yet
and it may not be 1 May. Agreement may be signed before that date.
docs_247048427.docx 1/11 © City, University of London 2020
, THIS AGENCY AGREEMENT (the “Agreement”) dated [insert date] is made between:
[Note: Date has been left blank as the agreement may be signed before the Commencement
Date and we have not been provided with a signing date.]
(1) Seramica Limited, [insert company name], a company incorporated in England
and Wales with company number 345211[insert company number] whose
registered office is at Unit 5 Battersea Park Estate, London SW2 4FG [insert
address] (the “Principal”); and
(2) Giles Standish[insert company name], an individual trading as Standish & Co.,
whose primary place of business is at 10 Holland Drive, Exeter, EX1 5DZ
company incorporated in England and Wales with company number [insert
company number] whose registered office is at [insert address] (the “Agent”).
[Note: Consider other consequences of Giles Standish being an individual rather than a
company. For example, in termination provisions Seramica may wish to include provisions
relating to death and mental incapacity. These lead to termination by operation of law, but
nevertheless Seramica may prefer to deal with this points specifically in the agreement. See
also Clause 6.1.3 below.]
BACKGROUND:
The Principal [manufactures/sells/manufactures and sells] energy-efficient luxury tiles,
branded with the name ‘Soleo’. [insert short description of products]. The Principal wishes to
appoint the Agent as its [exclusive/sole/non-exclusive] agent for the marketing and sale of
such products within Somerset, Avon, Devon and Cornwall[insert short description of
territory], and the agent wishes to accept such appointment, on the terms set out in this
Agreement.
THE PARTIES AGREE:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
“Change of Control” means [insert definition]
“Client” means any person or company within the Territory, other than an Excluded
Client, with whom the Principal enters into a contract for the sale and purchase of
Products.
“Commencement Date” means 1 May 2020. It’s in heads of terms. [insert definition]
docs_247048427.docx© City, 2/11 2019-lpc-comm-ws8-ss-d2
University of London 2020
