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Agency Master Services Agreement
"I need an Agency Master Services Agreement for my Canadian software company to appoint sales agents across Ontario and Quebec, with specific provisions for software license reselling and customer data protection, commencing March 2025."
1. Parties: Identification of the Principal and Agent, including full legal names and addresses
2. Background: Context of the agreement, relationship overview, and general commercial intent
3. Definitions: Key terms used throughout the agreement, including Services, Territory, Compensation, etc.
4. Appointment and Scope: Formal appointment of agent, territory definition, and scope of authority
5. Agent's Rights and Obligations: Detailed responsibilities, performance standards, and reporting requirements
6. Principal's Rights and Obligations: Support, materials, and information to be provided by the principal
7. Compensation and Payment Terms: Fee structure, commission rates, payment schedule, and expenses
8. Term and Termination: Duration, renewal terms, and termination rights
9. Intellectual Property Rights: Ownership and usage rights of IP, including new IP created during the relationship
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection and Privacy: Compliance with privacy laws and data handling requirements
12. Representations and Warranties: Standard warranties and specific agency-related representations
13. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification obligations
14. Insurance: Required insurance coverage and minimum limits
15. General Provisions: Standard boilerplate including governing law, notices, amendment process
1. Non-Competition: Restrictions on agent's ability to compete - include when agent will have access to sensitive market information
2. Non-Solicitation: Restrictions on soliciting employees or customers - include when agent will have significant customer contact
3. Compliance with Laws: Specific regulatory compliance obligations - include for heavily regulated industries
4. Service Levels: Specific performance metrics and KPIs - include when quantitative performance measurement is important
5. Subcontracting: Rights and restrictions regarding subcontracting - include when agent may need to delegate duties
6. Marketing and Branding: Guidelines for using principal's branding - include for customer-facing agencies
7. Territory Exclusivity: Terms of territorial exclusivity - include when granting exclusive territory rights
8. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-value agreements
9. Dispute Resolution: Alternative dispute resolution procedures - include for international or high-value agreements
1. Schedule A - Services Description: Detailed description of agency services and deliverables
2. Schedule B - Compensation Structure: Detailed fee calculations, commission rates, and payment terms
3. Schedule C - Territory Definition: Geographical or market segment definitions for agent's authority
4. Schedule D - Performance Metrics: Specific KPIs, targets, and measurement methodologies
5. Schedule E - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule F - Required Insurance: Detailed insurance requirements and minimum coverage amounts
7. Schedule G - Principal's Policies: Relevant operational policies and procedures
8. Appendix 1 - Report Templates: Standard formats for required reporting
9. Appendix 2 - Brand Guidelines: Principal's branding and marketing guidelines
Authors
Retail
Manufacturing
Professional Services
Technology
Financial Services
Real Estate
Insurance
Healthcare
Telecommunications
Distribution and Wholesale
Media and Entertainment
Construction
Transportation and Logistics
Legal
Commercial
Sales
Business Development
Operations
Procurement
Compliance
Risk Management
Partner Relations
Channel Management
Regional Management
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Commercial Director
Business Development Manager
Sales Director
Procurement Manager
Contract Manager
Operations Director
Risk Manager
Compliance Officer
Agency Relations Manager
Channel Partner Manager
Regional Sales Manager
General Manager
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