Intermediary Commission Agreement Template for England and Wales

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Key Requirements PROMPT example:

Intermediary Commission Agreement

"I need an Intermediary Commission Agreement for appointing a sales agent in Northern England who will sell our software products, with a 15% commission rate and quarterly performance targets starting from March 2025."

Document background
The Intermediary Commission Agreement is essential for businesses operating in England and Wales that rely on intermediaries to facilitate transactions or generate business opportunities. This document establishes clear parameters for commission-based relationships, ensuring compliance with UK regulations while protecting both parties' interests. It defines commission structures, payment terms, performance expectations, and territorial rights, making it particularly valuable for businesses expanding their reach through third-party representatives.
Suggested Sections

1. Parties: Identification and details of the principal and intermediary

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement including Commission, Territory, Products/Services

4. Appointment and Scope: Terms of intermediary appointment and scope of authority

5. Commission Structure: Details of commission rates, calculation methods, and payment terms

6. Obligations of the Parties: Duties and responsibilities of both principal and intermediary

7. Term and Termination: Duration of agreement and termination provisions

8. Confidentiality: Protection of confidential information

9. Governing Law: Specification of applicable law and jurisdiction

Optional Sections

1. Territory: Geographic scope of intermediary's authority - include when activities are limited to specific regions

2. Non-Compete: Restrictions on competitive activities - include when protecting against competition is crucial

3. Performance Targets: Specific targets or KPIs - include when commission is performance-linked

4. Regulatory Compliance: Industry-specific compliance requirements - include for regulated industries

Suggested Schedules

1. Commission Rates Schedule: Detailed breakdown of commission rates and calculation methods

2. Territory Schedule: Detailed description of geographic territories covered

3. Products/Services Schedule: List of products/services covered by the agreement

4. Reporting Templates: Standard forms for commission reports and calculations

5. KPI Metrics: Detailed performance indicators and measurement criteria

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Commercial Agents (Council Directive) Regulations 1993: Primary legislation governing relationships between principals and commercial agents, including rights, duties, and commission arrangements

Bribery Act 2010: Key legislation addressing corruption and bribery in business relationships, crucial for commission and payment structures

Supply of Goods and Services Act 1982: Governs the basic principles of service contracts, including implied terms about quality and performance

Contracts (Rights of Third Parties) Act 1999: Determines how third parties may enforce terms of a contract, relevant for intermediary relationships

Limitation Act 1980: Sets time limits for bringing legal claims relating to contract breaches and other matters

Financial Services and Markets Act 2000: Regulatory framework for financial services activities and intermediaries in the UK

FCA Regulations: Financial Conduct Authority rules governing regulated financial activities and intermediaries

Payment Services Regulations 2017: Regulates payment services and payment service providers in the UK

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Money Laundering Regulations 2017: Anti-money laundering requirements for businesses and financial intermediaries

Proceeds of Crime Act 2002: Legislation dealing with money laundering and proceeds of criminal conduct

Competition Act 1998: Regulates anti-competitive behavior and agreements between businesses

Enterprise Act 2002: Framework for merger control and market investigations, relevant for business relationships

Consumer Rights Act 2015: Primary consumer protection legislation, relevant if intermediary deals with consumers

Consumer Protection from Unfair Trading Regulations 2008: Prohibits unfair commercial practices between traders and consumers

Electronic Commerce Regulations 2002: Governs online service provision and electronic contracts

Value Added Tax Act 1994: Key legislation for VAT obligations on commission payments and services

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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