Exclusive Agency Agreement Template for Ireland

The Exclusive Agency Agreement is a critical commercial contract used when a business (principal) wishes to appoint a sole representative (agent) to promote and sell their products or services within a specific territory in Ireland or internationally. This document is essential for businesses expanding their market presence through dedicated agents while maintaining control over their distribution channels. The agreement must comply with Irish law, particularly the European Communities (Commercial Agents) Regulations 1994 and Competition Act 2002, and typically includes detailed provisions on exclusivity rights, commission structures, performance requirements, termination rights, and post-termination obligations. It's particularly important for international trade relationships and requires careful consideration of territorial restrictions and competition law compliance.

1. Parties: Identification of the Principal and the Agent with full legal names and registered addresses

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Express appointment of agent, confirmation of exclusivity, and territorial scope

5. Duration and Term: Period of the agreement, including start date and initial term

6. Agent's Rights and Obligations: Detailed responsibilities, authority limits, and performance requirements

7. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

8. Commission and Payment Terms: Commission structure, calculation method, payment terms, and reporting requirements

9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP during the agency

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

12. Termination: Grounds for termination, notice requirements, and consequences

13. Post-Termination: Rights and obligations after termination, including compensation or indemnity

14. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement