Free Agency Agreement

Agency Contract


This Agency Contract (hereinafter referred to as the “Agreement”) is made and effective on this _______________ day of __________, 20______

Between

____________________________ of _____________________________________

(hereinafter referred to as the ‘Company”)

-and-

____________________________ of _____________________________________


(hereinafter referred to as the ‘Agent”)


WHEREAS, the Company desires to appoint and engage the Agent as its lawful agent and representative to perform the Services described hereunder;

WHEREAS, the Agent agrees to represent the Company and perform such Services in the territory;

NOW, THEREFORE, in consideration of the above recitals, mutual promises and conditions contained in this Agreement, the Parties hereto agree as follows:


1. Appointment

The Company hereby appoints the Agent as its exclusive and sole agent for performing the following services in the territory and upon the terms and conditions contained under this Agreement:

_________________________________________________________________ (the “Services”)


2. Territory

The territory assigned to the Agent by the Company shall consist of :

________________________________________________________________ (the “territory”)


3. Term
This agreement shall commence on the date above written and shall continue for a period of _____________________ years. Thereafter this Agreement shall be automatically renewed for successive terms of (_____) year(s) unless either party gives _______________ days written notice to the other party prior to the expiration of the original term or any renewal term specifying its intention not to renew.


4. Exclusivity

The parties hereby agree that the Agent will devote his/her time exclusively to perform the Services on behalf of the Company and will not engage in any other Services for any other company.

-OR-
The parties hereby agree that the Agent will work on a non-exclusive basis and may engage in any other Services for any other company, subject to prior approval by the Company.


5. Expenses

The Agent shall be responsible for the expenses incurred by the Agent in the performance of the obligations incurred pursuant to this agreement.

-OR-
The Agent shall be reimbursed for all pre-approved reasonable out of pocket expenses incurred in the performance of obligations incurred pursuant to this agreement.


6. Commission

The Agent shall receive a fee of _______________% of the net revenue of the Company.


7. Payments

All commissions shall be due and payable to Agent within thirty (30) days after all payments is received by or credited to Company.


8. Inspection of Records

The payment of commission shall be accompanied by a statement reflecting net revenue received from each source, which the Company is accountable to Agent. All accounting records of the Company pertaining to the Services of the Agent shall be subject to inspection at any reasonable time, during regular office hours, by the Agent or authorized representative of said Agent.


9. Termination

(a) This Agreement can be terminated by either party upon giving a thirty (30) day’s written notice of termination to the other party.

(b) The Company may terminate this Agreement in the event of the Agent's breach of contract, insolvency, bankruptcy, liquidation, death, or disability of the Agent

(c) The Agent may terminate this Agreement if the Agent becomes bankrupt or commits a material breach of the Agreement.


10. Intellectual Property

Subject to the terms of this Agreement, Agent acknowledges and agrees that all copyrights, trademarks and service marks and rights in the name of or licensed to Company shall be and remain the sole and complete property of Company and the Agent shall not at any time acquire or claim any right, title or interest of any nature in any such copyright, trademark or service mark by virtue of this Agreement.


11. Independent Contractor

Agent agrees that nothing contained herein shall be construed to create the relationship of employer and employee between Company and Agent, or any sub-agent of Agent.


12. Indemnification

Either party agrees to hold harmless and to indemnify the other against all costs, claims or demands that may be made against it arising from the negligence of any kind by such party in connection with this Agreement.


13. Limitation Of Liability

IN NO EVENT SHALL THE PARTIES HAVE ANY LIABILITY TO THE OTHER UNDER THIS AGREEMENT OR OTHERWISE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION THIS AGREEMENT OR WITH ANY SERVICES OR MATERIALS PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


14. Force Majeure

“Force Majeure” means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any typhoon. Earth quake, volcano eruption, flood or other form of natural catastrophe or Act of God; any strike, lock-out or other form of industrial action; any acts, restrictions, regulations. By-laws, prohibitions, requisitions or measures of any kind on the part of any Governmental, parliamentary or local authority; and any war, civil commotion, insurrection, embargo or other acts of third parties);

Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations hereunder to the extend that such delay or non-performance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly.

If the Force Majeure in question prevails for a continuous period of six (6) months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and equitable.


15. Successors and Assigns of Parties

This Agreement shall be binding upon and inure to the benefit of the executors, personal representatives, heirs, devisees, legatees, successors and assigns of the parties hereto provided that, any assignment of this Agreement shall be subject to the prior written approval of the other party which approval shall not be unreasonably withheld.


16. Notices

All notices, correspondence, writings, statements or other communication required or permitted to be given hereunder by either of the parties to the other of them shall be given, made or communicated, as the case may be, by personally delivering the same, by telex, telegram or electronic facsimile transfer, or by registered or certified mail, first-class, postage prepaid, return receipt requested, addressed to the recipient as follows:

TO THE COMPANY:

_____________________________________

_____________________________________

TO THE AGENT:

_____________________________________

_____________________________________

Both parties reserve the right to change the address of service at any time, with notice in writing to the receiving party.


17. Governing Law & Dispute Resolution

This Agreement shall be construed under the laws of the State of _____________________. Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules and procedures of the American Arbitration Association (AAA) under its jurisdiction in ________________ before a single arbitrator. The parties shall have the right to engage in pre-hearing discovery in connection with such arbitration proceedings. The parties agree hereto that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such award and that the prevailing party in such arbitration and/or confirmation proceeding shall be entitled to recover its reasonable attorneys' fees and expenses. The arbitration award shall be final, binding and non-appealable.


18. Amendment

This Agreement contains the entire agreement between the parties hereto. It supersedes any prior agreement. This Agreement cannot be canceled, altered, modified, amended, or waived in part or in full in any way except by an instrument in writing signed by both parties.



IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first written above.

By: _____________________________________________
AGENT

NAME OF AUTHORIZED PERSON

TITLE OF AUTHORIZED PERSON


By: _____________________________________________
COMPANY

NAME OF AUTHORIZED PERSON

TITLE OF AUTHORIZED PERSON