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Agency Master Services Agreement
"I need an Agency Master Services Agreement for my technology company to appoint a sales agent in California who will sell our software products to enterprise customers, with exclusive territory rights and performance-based commission structure, to be effective from March 1, 2025."
1. Parties: Identification of the principal and agent, including full legal names, addresses, and corporate details
2. Background: Context of the agreement, relationship overview, and purpose of the agency arrangement
3. Definitions: Key terms used throughout the agreement, including Services, Territory, Commission, etc.
4. Appointment and Scope: Formal appointment of agent and detailed scope of authority granted
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Agent's Duties and Responsibilities: Comprehensive listing of agent's obligations, performance standards, and reporting requirements
7. Principal's Duties and Responsibilities: Principal's obligations including support, materials, and information provision
8. Compensation and Payment Terms: Fee structure, commission rates, payment schedule, and expense reimbursement
9. Intellectual Property Rights: Ownership and usage rights of IP created or used during the agency relationship
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and client/employee solicitation
12. Representations and Warranties: Statements of fact and promises made by both parties
13. Indemnification: Mutual or one-way indemnification obligations
14. Insurance: Required insurance coverage and minimum limits
15. General Provisions: Standard legal provisions including notices, assignment, amendment, governing law, etc.
1. Compliance with Laws: Specific regulatory compliance requirements - include when operating in heavily regulated industries
2. Data Protection: Detailed data handling and privacy requirements - include when personal data processing is involved
3. Service Levels: Specific performance metrics and standards - include when quantifiable performance measures are needed
4. Audit Rights: Right to audit agent's records and operations - include for financial services or high-value contracts
5. Force Majeure: Provisions for unforeseen circumstances - include when continuity of service is critical
6. Marketing and Branding: Guidelines for using principal's brand - include when agent represents principal to customers
7. Subcontracting: Terms for engaging subcontractors - include when subcontracting is anticipated
8. Territory Exclusivity: Geographic or customer segment exclusivity - include when granting exclusive rights
9. Training Requirements: Mandatory training programs - include for technical or specialized services
10. Minimum Performance Requirements: Sales targets or other metrics - include for sales-focused agencies
1. Schedule A - Services Description: Detailed description of services to be provided by the agent
2. Schedule B - Compensation Structure: Detailed fee calculations, commission rates, and payment terms
3. Schedule C - Territory Definition: Geographic or market segment boundaries of agent's authority
4. Schedule D - Performance Metrics: Specific KPIs and measurement criteria
5. Schedule E - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule F - Required Insurance: Detailed insurance requirements and minimum coverage limits
7. Appendix 1 - Reporting Templates: Standard forms for regular reporting requirements
8. Appendix 2 - Brand Guidelines: Principal's branding and marketing requirements
9. Appendix 3 - Compliance Procedures: Detailed compliance requirements and procedures
10. Appendix 4 - Contact Details: Key contact information for both parties
Authors
Agency Services
Agent
Agreement
Applicable Law
Authorized Representative
Business Day
Claim
Commencement Date
Compensation
Confidential Information
Control
Customer
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Notice
Performance Standards
Personnel
Principal
Principal Materials
Records
Representatives
Reports
Services
Service Levels
Subcontractor
Term
Territory
Third Party
Trademarks
Work Product
Scope of Authority
Term and Termination
Agent's Duties and Obligations
Principal's Duties and Obligations
Compensation and Payment
Representations and Warranties
Intellectual Property Rights
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Indemnification
Limitation of Liability
Insurance
Force Majeure
Assignment and Subcontracting
Notices
Governing Law and Jurisdiction
Dispute Resolution
Compliance with Laws
Record Keeping and Audit Rights
Service Levels
Performance Standards
Territory
Exclusivity
Training and Support
Marketing and Branding
Reporting Requirements
Amendment and Waiver
Entire Agreement
Severability
Survival
Third Party Rights
Counterparts
Financial Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Professional Services
Marketing and Advertising
Telecommunications
Distribution and Logistics
Entertainment and Media
Insurance
Education
Construction
Energy
Legal
Procurement
Operations
Compliance
Risk Management
Commercial
Business Development
Sales
Finance
Executive Leadership
Vendor Management
Contract Administration
Strategic Partnerships
Chief Legal Officer
General Counsel
Legal Director
Contract Manager
Procurement Manager
Business Development Director
Sales Director
Operations Manager
Compliance Officer
Risk Manager
Commercial Director
Chief Operating Officer
Agency Relationship Manager
Partner (Law Firm)
Legal Counsel
Chief Executive Officer
Vice President of Operations
Head of Procurement
Channel Manager
Strategic Partnerships Manager
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