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Agency Master Services Agreement
"I need an Agency Master Services Agreement for my Australian technology company to appoint sales agents across New South Wales and Victoria, with specific provisions for software licensing and data protection compliance, to be effective from March 2025."
1. Parties: Identification of the principal and agent, including full legal names and ABNs
2. Background: Context of the agreement and general business relationship
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Appointment and Scope: Formal appointment of agent and scope of authority
5. Term: Duration of the agreement, including commencement date and renewal provisions
6. Agent's Obligations: Core duties, service standards, and compliance requirements
7. Principal's Obligations: Support, information, and resources to be provided by the principal
8. Fees and Commission: Payment terms, commission structure, and billing procedures
9. Compliance and Reporting: Regulatory compliance requirements and reporting obligations
10. Intellectual Property: Ownership and usage rights of IP created or used during the agency
11. Confidentiality: Protection of confidential information and trade secrets
12. Privacy: Handling of personal and business information in compliance with Privacy Act
13. Liability and Indemnity: Risk allocation, limitations of liability, and indemnification
14. Insurance: Required insurance coverage and minimum limits
15. Termination: Grounds for termination and termination procedures
16. Post-Termination Obligations: Obligations surviving termination and wrap-up procedures
17. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Marketing and Branding: Guidelines for use of principal's branding and marketing materials - include when agent will be involved in marketing activities
2. Territory: Geographic or market segment limitations - include when agent's authority is limited to specific areas
3. Performance Targets: Specific KPIs and performance measures - include when performance-based compensation is used
4. Sub-Agents: Terms for appointment and management of sub-agents - include when sub-agents are permitted
5. Data Security: Specific data protection requirements - include when handling sensitive data or subject to specific security requirements
6. Force Majeure: Provisions for unforeseen circumstances - include when long-term or high-value relationship
7. Non-Compete: Restrictions on competitive activities - include when sharing sensitive market information or strategies
8. Training Requirements: Specific training and certification requirements - include when technical or regulated services are provided
1. Schedule 1 - Services Description: Detailed description of services to be provided by the agent
2. Schedule 2 - Fee Schedule: Detailed fee structure, commission rates, and calculation methods
3. Schedule 3 - Service Levels: Specific performance standards and service level requirements
4. Schedule 4 - Compliance Requirements: Detailed regulatory and compliance obligations
5. Schedule 5 - Approved Sub-Agents: List of approved sub-agents and their scope of authority
6. Schedule 6 - Territory Description: Detailed description of geographic or market territory
7. Schedule 7 - Reporting Requirements: Templates and requirements for regular reporting
8. Appendix A - Operating Procedures: Detailed operational procedures and guidelines
9. Appendix B - Brand Guidelines: Principal's branding and marketing guidelines
Authors
Agent
Applicable Laws
Approved Sub-Agent
Australian Consumer Law
Authorised Representative
Business Day
Commencement Date
Confidential Information
Conflict of Interest
Contract Year
Control
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
GST
Intellectual Property Rights
Key Performance Indicators
Legal Requirements
Loss
Material Breach
Notice
Personal Information
Personnel
Principal
Privacy Laws
Related Body Corporate
Relevant Authority
Representatives
Schedule
Services
Service Levels
Special Conditions
Specified Personnel
Term
Territory
Third Party
Trade Marks
Variation
Authority and Limitations
Scope of Services
Term and Renewal
Fees and Commission
Payment Terms
Service Levels
Performance Standards
Compliance
Regulatory Requirements
Agent Obligations
Principal Obligations
Representations and Warranties
Sub-Contracting
Personnel
Training
Reporting
Audit Rights
Intellectual Property
Confidentiality
Privacy
Data Protection
Marketing and Branding
Non-Compete
Non-Solicitation
Insurance
Liability
Indemnification
Force Majeure
Termination
Consequences of Termination
Dispute Resolution
Governing Law
Assignment
Variation
Notices
GST
Entire Agreement
Severability
Relationship of Parties
Territory Rights
Record Keeping
Business Continuity
Anti-Bribery and Corruption
Modern Slavery
Financial Services
Insurance
Real Estate
Manufacturing
Distribution
Retail
Technology
Professional Services
Healthcare
Construction
Import/Export
Telecommunications
Media and Entertainment
Travel and Tourism
Education
Legal
Compliance
Commercial
Sales
Business Development
Operations
Finance
Risk Management
Procurement
Partner Relations
Chief Executive Officer
Commercial Director
Legal Counsel
Compliance Officer
Business Development Manager
Sales Director
Operations Manager
Contract Manager
Risk Manager
Finance Director
Channel Manager
Partnership Manager
Agency Relations Manager
Commercial Manager
General Manager
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