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Foreign Agency Agreement for the United States

Foreign Agency Agreement Template for United States

A Foreign Agency Agreement is a legally binding contract governed by U.S. law that establishes the terms and conditions between a U.S.-based principal company and a foreign agent who will represent the principal's interests in specified international territories. The agreement covers crucial aspects such as territory definition, commission structures, compliance requirements (particularly FCPA), reporting obligations, and performance expectations while ensuring adherence to both U.S. and local regulations.

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What is a Foreign Agency Agreement?

The Foreign Agency Agreement serves as a critical document for companies expanding their business internationally through local representatives. This agreement, subject to U.S. jurisdiction, is essential when a company needs to establish a formal relationship with agents in foreign markets while maintaining control over their brand and ensuring compliance with various regulations, including the Foreign Corrupt Practices Act. It defines the scope of authority, territories, compensation structure, and compliance requirements, protecting both parties' interests while facilitating international business operations.

What sections should be included in a Foreign Agency Agreement?

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

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of agent's appointment and geographical territory covered

5. Agent's Rights and Obligations: Detailed responsibilities and authorities of the agent

6. Principal's Rights and Obligations: Responsibilities and commitments of the principal

7. Commission Structure: Payment terms, commission rates, and calculation methods

8. Term and Termination: Duration of agreement and termination conditions

9. Compliance with Laws: FCPA and other regulatory compliance requirements

What sections are optional to include in a Foreign Agency Agreement?

1. Non-Competition: Restrictions on agent's ability to represent competitors (include when exclusivity is required)

2. Intellectual Property Rights: Protection of trademarks, patents, and other IP (include when IP is being shared or licensed)

3. Training and Support: Details of training provided to agent (include when technical products or services are involved)

4. Performance Targets: Specific sales or performance goals (include when measuring agent's performance is crucial)

What schedules should be included in a Foreign Agency Agreement?

1. Schedule A - Territory Definition: Detailed description of geographical territory

2. Schedule B - Products/Services: List of products or services covered by the agreement

3. Schedule C - Commission Structure: Detailed commission calculations and examples

4. Schedule D - Reporting Requirements: Templates and timing for required reports

5. Schedule E - Compliance Procedures: Detailed FCPA and regulatory compliance procedures

6. Schedule F - Training Program: Details of required training and certification

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
Clauses






































Industries

Foreign Corrupt Practices Act (FCPA): Primary federal law that prohibits U.S. companies and individuals from bribing foreign government officials to benefit their business interests. Essential for compliance in foreign agency relationships.

Export Administration Regulations (EAR): Regulates the export and re-export of commercial and dual-use items. Must be considered when agent will be handling U.S. origin goods or technology.

International Traffic in Arms Regulations (ITAR): Controls the export and import of defense-related articles and services. Critical if the agency relationship involves defense-related items.

Anti-Boycott Laws: Prohibits U.S. companies from participating in foreign boycotts that the U.S. does not sanction. Important for international trade relationships.

Trade Sanctions and Embargoes (OFAC): Regulations governing trade restrictions with specific countries, entities, or individuals. Essential for compliance in international agency relationships.

Principal-Agent Law: Common law principles governing the relationship between principal and agent, including duties, responsibilities, and liability.

International Commercial Terms (Incoterms): Standardized international trade terms that define responsibilities of buyers and sellers in international transactions.

Foreign Account Tax Compliance Act (FATCA): Tax regulations requiring reporting of foreign financial accounts and offshore assets. Relevant for financial aspects of agency relationships.

Intellectual Property Protection Laws: Laws governing patents, trademarks, and trade secrets that need to be considered when agent will be handling intellectual property.

International Arbitration Conventions: Framework for resolving international commercial disputes, including the New York Convention on arbitration enforcement.

Data Protection Regulations: Laws governing data privacy and cross-border data transfers, including GDPR considerations if dealing with EU entities.

Employment and Labor Laws: Regulations affecting employment relationships, including classification of agents and compliance with local labor laws.

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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