Drafting a Representation Agreement

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Creating a representation agreement is an integral part of any business venture and provides clarity, predictability, and protection for both parties involved in the contract. Without a well-crafted agreement, businesses and individuals may inadvertently expose themselves to potential financial harm, disputes, and other risks.

In today’s ever-evolving legal environment, it is essential to take the time to create a comprehensive representation agreement that meets your needs. Representation agreements can be used for numerous purposes - from the transfer of intellectual property rights to forming business partnerships - in order to protect each parties’ interests.

The Genie AI team understands the importance of having a clear and comprehensive agreement in place as it ensures that all rights, obligations, and interests are protected and can drastically reduce the likelihood of disputes or misunderstandings occurring down the line. When drafting a representation agreement it is important to consider what needs must be met for both parties involved; taking into account their rights and obligations as well as mitigating any potential risks associated with the contract.

Furthermore, it is essential that all contractual language used should be precise yet concise so that all parties understand exactly what they are signing up for without having recourse to extensive legal consultation. When crafting an ideal contract there should be consideration given towards elements such as who is party to this arrangement; what its purpose shall be; what rights each party has; how obligations shall be fulfilled; how any potential conflict or dispute shall be managed?

In conclusion, representation agreements are absolutely vital when establishing any business relationship allowing everyone involved peace of mind knowing their rights are secure. Drafting a comprehensive document can seem daunting but fortunately here at Genie AI we provide free templates that make creating such contracts much easier - with no need for an account or previous knowledge on contracts required! So why not read on below for our step-by-step guidance on how you can access our template library today!

Definitions (feel free to skip)

Representative: Someone who acts on behalf of another person or organization.
Principal: The person or organization being represented.
Scope of Representation: The activities the representative is authorized to undertake, the duration of the representation, and the geographic area in which the representative will be authorized to act.
Fee Arrangement: The agreement that specifies the fee and payment arrangements, including any advance payments, fees for services rendered, and any reimbursement of expenses.
Confidentiality Obligations: Restrictions on the use or disclosure of confidential information.
Term and Termination: How the agreement can be terminated and the process for resolving disputes.
Verifying Legally Binding: Ensuring that the agreement complies with applicable laws and regulations.
Negotiating Terms: Working out the details of an agreement between two or more parties.
Mediation: A process in which a neutral third party assists the parties in resolving their dispute.
Litigation: Taking a dispute to court.
Damages: Monetary compensation that a court orders a wrongdoer to pay to a victim.
Governing Law and Jurisdiction: The laws and regulations that apply to the parties and the dispute resolution process that will be used.
Intellectual Property: A creation of the mind that can be protected by law, such as inventions, designs, and artistic works.
Data Protection and Privacy: Regulations that protect the use and disclosure of personal information.

Contents

• What is a Representation Agreement?
• Who Should Consider Entering Into a Representation Agreement?
• Parties Involved
• Considerations for Each Party
• Key Elements of the Representation Agreement
• Scope of Representation
• Responsibilities and Duties of Each Party
• Fee and Payment Arrangements
• Confidentiality and Non-Disclosure Obligations
• Term and Termination of the Agreement
• How to Draft the Representation Agreement
• Collect Necessary Documents and Information
• Tailor the Agreement to the Parties Involved
• Approval and Execution of the Representation Agreement
• Verifying the Representation Agreement is Legally Binding
• Signing and Finalizing the Representation Agreement
• Common Challenges with Representation Agreements
• Understanding the Law
• Negotiating Terms and Conditions
• Establishing Clear Communication
• Consequences of Breach of Representation Agreement
• Damages and Legal Remedies
• Termination of the Agreement
• Dispute Resolution of Representation Agreement
• Mediation
• Litigation
• Termination of Representation Agreement
• Reasons for Termination
• Provisions for Termination
• Other Considerations when Creating a Representation Agreement
• Professional Liability Insurance
• Intellectual Property Issues
• Data Protection and Privacy Requirements
• Governing Law and Jurisdiction

Get started

What is a Representation Agreement?

• Understand what a representation agreement is, and why it is important
• A representation agreement is a contract that sets out the roles, responsibilities and expectations of parties involved in a business relationship
• It is important to have a representation agreement in place to protect the rights of both parties and clearly define the boundaries of the agreement
• Know the different types of representation agreements, and decide which type is best for your situation
• Examples of representation agreements include agreements between an agent and a business, an employer and an employee, and a lawyer and a client
• Understand the terms and conditions of the agreement, and make sure all parties have read and agreed to them
• How you’ll know when you can check this off your list and move on to the next step: When all parties have read and agreed to the terms and conditions of the agreement.

Who Should Consider Entering Into a Representation Agreement?

• Anyone who is seeking representation from an agent or attorney
• Anyone who is agreeing to provide representation to another
• Anyone who is seeking to grant exclusive rights to another
• Anyone who is granting exclusive rights to another

When you have identified that you fall into one of the above categories, you can check this off your list and move on to the next step.

Parties Involved

• Identify the parties that will be involved in the representation agreement, including who will be the represented party and who will be the representative party.
• The parties may be individuals or legal entities, depending on the situation.
• Ensure that both parties are identified fully and accurately in the agreement, including their full name and contact information.
• When complete, you should have a clear understanding of who the parties involved in the agreement are.

Considerations for Each Party

• Determine what services each party will provide
• Consider if the agreement should be exclusive or non-exclusive
• Agree on how long the agreement will last
• Establish the terms of payment for services rendered
• Consider any other obligations and rights of each party

When you have discussed and agreed on the considerations for each party, you can move on to the next step of drafting the representation agreement.

Key Elements of the Representation Agreement

• Review the contract to ensure that it meets all applicable legal requirements
• Determine the term of the agreement, including start and end dates
• Outline the specific services or tasks the representative will provide
• Establish the payment terms and fees for services
• Clarify who will be liable for any legal issues or disputes
• Include a termination clause to outline the steps that each party will take to end the agreement
• Specify the governing law of the agreement
• Have both parties sign the agreement and keep a copy of the document

Once all the key elements are included, you can check this step off your list and move on to the next step.

Scope of Representation

• Identify the scope of the representation agreement, outlining what services the representative will provide to the client
• Determine the geographic area in which the representative will provide services
• Specify any limitations or exclusions from the scope of representation
• List any additional services the representative may provide, if applicable
• Outline any additional tasks the representative may take on for the client
• When complete, make sure the scope of representation is clearly stated and understood by both parties

When the scope of representation is determined, you can check this off your list and move on to the next step.

Responsibilities and Duties of Each Party

• Outline the duties and responsibilities of each party
• This can include the specific tasks that will be undertaken by the representative and the timeframe for completion
• Clarify what each party is responsible for in terms of providing materials, services, and resources
• Specify any additional obligations that the representative agrees to, such as confidentiality requirements
• When all parties have agreed to the outlined duties and responsibilities, sign and date the agreement
• Once all parties have signed, you have successfully completed this step and can move on to the next step - Fee and Payment Arrangements.

Fee and Payment Arrangements

• Determine how much the Representative will be paid for their services, when they will be paid, and how (e.g. lump sum, retainer, etc.)
• Include details about how the Representative will be reimbursed for their expenses related to the agreement
• Outline any additional incentives or bonuses the Representative may receive
• Consider any applicable laws that regulate the fees and payment arrangements
• Draft the fee and payment arrangements section of the Representation Agreement
• Have each party review and sign the Representation Agreement to make it official

You’ll know you can check off this step and move on to the next when you have a signed Representation Agreement that outlines the fee and payment arrangements.

Confidentiality and Non-Disclosure Obligations

• Set out the obligations of the parties not to disclose confidential information.
• Agree to use confidential information only for the purposes for which it was disclosed.
• Establish the extent to which confidential information may be shared with third parties.
• Set out the obligations of the parties to protect confidential information from unauthorized access and use.
• Establish a process for the parties to resolve any disputes regarding the use of confidential information.

When you can check this off your list and move on to the next step:

• When all the obligations of the parties regarding the use of confidential information have been set out in the agreement.

Term and Termination of the Agreement

• Decide on the duration of the agreement, including any renewal periods
• Set out any events that may cause the agreement to be terminated, including any notice periods
• Include any dispute resolution or mediation provisions
• Address any other terms (e.g. confidentiality, payment, etc.) that will remain in effect in the event of termination

Once you have completed the steps required to draft the term and termination of the agreement, you can move on to the next step: how to draft the representation agreement.

How to Draft the Representation Agreement

• Research the legal requirements for representation agreements in your state or country
• Understand the terms and conditions that must be included in the agreement
• Consider the obligations that the parties will have to each other
• Draft the agreement in clear and concise language
• Include all necessary provisions to ensure that the agreement is legally binding
• Have the parties sign the agreement and make sure that each copy is properly dated
• Once the agreement is signed and dated, the representation agreement is complete and can be put into effect.

Collect Necessary Documents and Information

• Gather the contact information of both parties
• Determine the scope of services that the representative will provide
• Collect any relevant documents or contracts that the parties have already agreed upon
• Identify any legal regulations that may apply to the agreement

You can check off this step and move on to the next step when you have collected all of the necessary documents and information.

Tailor the Agreement to the Parties Involved

• Research all relevant laws and regulations to ensure compliance with local and state statutes
• Identify any potential conflicts of interest and how they’ll be addressed
• Gather information from each party about their respective expectations and needs
• Draft the agreement in accordance with the parties’ wishes and any applicable laws
• Have each party review the agreement to ensure it meets all their needs
• Revise the agreement, if needed, to reflect any changes requested by the parties

Once the agreement has been tailored to meet the needs of the parties involved and they have both reviewed it, you can move onto the next step.

Approval and Execution of the Representation Agreement

• Obtain the written approval of the client and the representative, typically via signed copies of the agreement
• Ensure that the agreement is signed and dated by both parties
• Make sure that each party has a copy of the agreement with both signatures
• Confirm that the parties understand the terms and conditions of the agreement, and that they are legally binding
• Once all parties have signed the agreement and have a copy of it, then you have completed this step and can move on to the next step.

Verifying the Representation Agreement is Legally Binding

• Obtain the legal advice of a qualified lawyer
• Review the Representation Agreement to ensure that it complies with all applicable laws and regulations
• Confirm that the Representation Agreement is legally binding and enforceable
• Ensure that all parties involved have full awareness of their rights and responsibilities
• Confirm that all parties involved have given their informed consent to the Representation Agreement
• Check that all necessary signatures are present

You can check this off your list when you have obtained the legal advice of a lawyer, reviewed the Representation Agreement to ensure that it is compliant with applicable laws and regulations, and confirmed that all parties have given their informed consent and that all necessary signatures are present.

Signing and Finalizing the Representation Agreement

• Have the parties sign the agreement in the presence of two witnesses
• Ensure that all parties have received a copy of the signed agreement
• Have the agreement notarized and legalized if needed
• Make sure that all signatures are legally binding
• When all signatures are confirmed, the Representation Agreement is complete and ready to be used
• Check this off your list and move on to the next step: Common Challenges with Representation Agreements

Common Challenges with Representation Agreements

• Identify any potential conflicts of interest that could arise under the representation agreement.
• Consider how you will handle confidential information and any non-disclosure agreements that need to be established.
• Establish a system for billing and payment of services.
• Set clear expectations for both the client and the representative.

Once you have considered all of the above factors you can move on to the next step: Understanding the Law.

Understanding the Law

• Familiarize yourself with the relevant laws governing representation agreements
• Understand how a representation agreement works and what it entails
• Learn about the legal requirements for representation agreements, including potential conflicts of interest
• Research relevant case law to make sure you have a comprehensive understanding of the legal principles involved
• Check with your local bar or lawyer to make sure you have the most up-to-date information

Once you have a thorough understanding of the law and what is required, you can move on to the next step of negotiating terms and conditions.

Negotiating Terms and Conditions

• Research relevant laws that apply to the representation agreement
• Look over the client’s needs and wants to make sure they are within the legal parameters
• Negotiate with the client to come up with terms and conditions that are acceptable to both parties
• Draft the terms and conditions of the agreement in writing
• Have both parties review and sign the agreement

You will know you can check this step off your list when you have successfully negotiated terms and conditions for the representation agreement, and both parties have signed the agreement in writing.

Establishing Clear Communication

• Draft a communication plan that outlines how information will be shared between the parties and how communication will be documented.
• Make sure that the communication plan specifies who will be responsible for communicating with the other party, how often communication should take place and what methods of communication will be utilized.
• Think about other ways to provide clear communication to the other party, such as regular updates and client meetings.
• Decide on the method of communication that will be used and document this in the representation agreement.
• Review the communication plan and make sure that both parties agree to the terms outlined and understand their responsibilities.

You can check this step off your list when you have written a communication plan and both parties have agreed to the terms outlined.

Consequences of Breach of Representation Agreement

• Consider the potential consequences of a breach of the Representation Agreement, including any remedies and damages that might be available to the non-breaching party.
• Outline these in the Representation Agreement and make sure that the other party is aware of them.
• Check to see if any state laws provide remedies or damages that may be applicable to the breach of the Representation Agreement.
• When you have outlined the potential consequences of a breach of the Representation Agreement and any remedies or damages that may be available, you can move onto the next step.

Damages and Legal Remedies

• Describe the remedies that may be available for breach of the Representation Agreement, including both legal and equitable remedies
• Consider if any remedies should be excluded from the Representation Agreement
• Determine if the remedies are adequate to cover the damages that could be caused by a breach of the Representation Agreement
• Include a clear explanation of any applicable limitation of liability
• Make sure to include a choice of forum clause in the Representation Agreement
• Check that the Representation Agreement clearly states that the parties have expressly waived their right to a jury trial
• Ensure that the Representation Agreement also contains a clause specifying that any remedies available to the parties should be cumulative

Once you have completed these steps, you can move on to the next step of drafting your Representation Agreement.

Termination of the Agreement

• Ensure that the agreement includes a clause outlining the circumstances under which the agreement will terminate, including a process for the termination of the agreement
• Include a provision stipulating that either party can terminate the agreement upon written notice
• Specify that the agreement will terminate in the event of a breach of contract
• Draft a clause outlining the responsibilities of each party upon termination of the agreement
• When all of these points have been included and agreed upon, the termination of the Representation Agreement is complete and you can move on to the next step.

Dispute Resolution of Representation Agreement

• Establish a dispute resolution clause in the Representation Agreement. This should clearly outline the procedure to be followed in the event of a dispute arising between the parties.
• Provide for a method of dispute resolution that is appropriate for the context of the Representation Agreement. This could include a provision for mediation, arbitration, or litigation.
• Make sure that the dispute resolution clause is clear and unambiguous. It should clearly set out the process for resolving disagreements, how much time each party has to respond, and any other applicable terms.
• Include a provision for the parties to seek legal advice before embarking on dispute resolution.
• When the dispute resolution clause is complete, it should be added to the Representation Agreement.

You will know you can check this off your list and move on to the next step when the dispute resolution clause has been agreed to and added to the Representation Agreement.

Mediation

• Reach out to a mediator who is skilled in representation agreements
• Meet with the mediator to discuss the details of the agreement
• Discuss options for resolving the dispute and come to an agreement
• Once both parties have agreed on the terms of the agreement, the mediator will draft the agreement and present it to both parties for review
• Once both parties have agreed to the terms of the agreement, the mediator will sign it and both parties will sign it as well
• Once all parties have signed the agreement, it is considered binding and can be enforced in a court of law

You’ll know you can check this step off your list once the agreement has been signed and both parties have agreed to the terms.

Litigation

• Carefully consider the facts of the case and the applicable law to determine if litigation is the best course of action.
• Discuss the pros and cons of litigation with your client to ensure that they are aware of the risks and benefits of this route.
• Prepare the necessary court documents for filing and serve them to the other parties.
• Follow all state and local laws regarding filing and service of court documents.
• Attend all court hearings and appear before the court as necessary.
• Represent your client’s interests in court and work to achieve the best possible outcome.

You can check this step off your list when you have prepared and served the necessary court documents and attended all court hearings.

Termination of Representation Agreement

• Review the Representation Agreement to determine if any conditions exist for termination of the agreement - such as a breach of contract or the completion of a task.
• If conditions for termination of the agreement exist, then decide if you want to terminate the agreement.
• If you decide to terminate the agreement, then send a written notice to the other party informing them of the termination.
• Make sure to include the date of termination in the written notice.
• Ensure that you have all documents related to the agreement in case they are needed in the future.

Once the termination of the Representation Agreement is complete, you can move on to the next step.

Reasons for Termination

• Identify the reasons for termination that are applicable to the agreement.
• Consider including a clause that allows for termination for a breach of any of the terms of the agreement.
• Determine the consequences of breach or termination of the agreement.
• Consider whether there should be a right to cure any breach before termination.
• Include a clause that allows the parties to terminate the agreement without cause.
• Add any additional reasons for termination that should be included in the agreement.

When you have identified all the reasons for termination and have added them to the agreement, you can move on to the next step.

Provisions for Termination

• Determine how the agreement can be terminated:
• By either party with written notice
• On the happening of a specific event
• Automatically or on a fixed date
• List the possible reasons for termination:
• Breach of agreement
• Mutual agreement of the parties
• Inability to perform duties
• Note the consequences of termination:
• What obligations remain after termination?
• What rights will the parties maintain after termination?

When you can check this off your list and move on to the next step:

• After you have determined how the agreement can be terminated and listed the possible reasons for termination, as well as the consequences of termination.

Other Considerations when Creating a Representation Agreement

• Determine if the agreement should include a “non-disclosure” clause to protect both parties from revealing confidential information.
• Consider whether the agreement should include a non-compete clause, which restricts the representative from working with competitors and using confidential information to benefit another company.
• Decide if the agreement should include a “non-solicitation” clause, which restricts the representative from recruiting employees or customers of the company.
• Assess whether the agreement should include language related to governing law, venue, and jurisdiction.

You can check this step off your list when you have determined all the necessary clauses and language to include in the agreement, and have written them down in the agreement.

Professional Liability Insurance

• Research what professional liability insurance policies are available, and determine which one is best for your situation.
• Carefully review the terms of the policy and make sure it meets your needs and those of your clients.
• Ensure the insurance policy covers you and your team in the event of any potential legal issues.
• Make sure you have the necessary documentation to back up the policy, such as proof of coverage.
• Once you have identified the policy and reviewed the terms, you are ready to move on to the next step.

Intellectual Property Issues

• Decide who will own the intellectual property created while performing the services under the agreement
• Assess any additional terms that need to be considered in the agreement to protect the intellectual property
• Draft language to address the ownership, licensing and other rights associated with the intellectual property
• Check to make sure the agreement includes provisions to protect confidential information
• Ensure all necessary parties sign the agreement to make it legally binding
• When all the above steps are completed, you can move on to the next step: Data Protection and Privacy Requirements.

Data Protection and Privacy Requirements

• Ensure that the agreement includes a clause that states that the parties agree to comply with applicable data protection and privacy laws.
• Ensure that the agreement includes a clause that states that the parties shall not disclose any confidential information to any third party.
• Ensure that the agreement includes a clause outlining how data will be transferred, stored, and processed.
• Ensure that the agreement includes a clause that states that the parties agree to take reasonable measures to protect the data.
• Ensure that the agreement includes a clause that states that the parties agree to indemnify one another for any losses incurred due to non-compliance with data protection and privacy laws.

You’ll know you can check this step off your list when you have included all the necessary clauses that define the parties’ responsibilities with regards to data protection and privacy.

Governing Law and Jurisdiction

• Determine which law should govern the Representation Agreement, taking into consideration the location of the parties and any other applicable laws.
• Specify which court or other body will have jurisdiction over any disputes arising out of the Representation Agreement.
• Include language that states that the Representation Agreement will be interpreted and enforced according to the governing law specified in the agreement.
• Once you have determined the governing law and jurisdiction, you are ready to move on to the next step.

FAQ:

Example dispute

Lawsuits referencing Representation Agreements

• A plaintiff may raise a lawsuit referencing a representation agreement if they believe they have been wronged in some way by the entity providing the representation.
• Such lawsuits may be based on breach of contract, fraud, misrepresentation, or other applicable civil law.
• To win, the plaintiff must demonstrate that the representation agreement was legally binding, that the defendant breached the agreement, and that the plaintiff suffered damages as a result.
• The plaintiff must also provide evidence such as documentation, testimony, or other proof to prove these points in court.
• The court may order the defendant to pay damages to the plaintiff, or may require the defendant to take corrective action and/or provide other compensation.

Templates available (free to use)

Exclusive Representation Agreement
Representation Agreement

‍