Non Exclusive Representation Agreement Template for England and Wales

A non-exclusive representation agreement appoints a representative (such as a sales agent, distributor, or commercial agent) to promote and sell a principal's products or services on a non-exclusive basis. The principal retains full freedom to appoint other representatives, sell directly, or deal through other channels without restriction. It's a common starting structure when a principal is testing a new market or distribution model.

The Commercial Agents (Council Directive) Regulations 1993 apply where the representative is an independent (self-employed) agent with continuing authority to negotiate or conclude contracts on behalf of the principal. If they apply, the agent has mandatory rights regardless of what the contract says, including the right to written terms, commission on transactions introduced or concluded, minimum notice periods, and compensation or an indemnity on termination.

Commission is typically a percentage of the net sales value of transactions introduced or concluded by the representative, payable on invoice or receipt of payment from the customer. Non-exclusive agreements sometimes include a lower commission rate than exclusive ones to reflect the reduced expectation of dedicated effort. The trigger, rate, calculation base, and payment timetable should all be clearly defined to avoid disputes.

Yes, that is precisely the nature of a non-exclusive agreement. The principal has no contractual restriction on appointing other representatives, selling directly, or using additional channels. Representatives should understand this clearly before signing. If a representative wants territorial or channel protection, they need to negotiate an exclusive arrangement, which carries different commercial terms and usually a higher level of investment in the territory.

For agreements covered by the Commercial Agents Regulations 1993, minimum statutory notice applies: one month in the first year, two months in the second year, three months in the third year and beyond. Contractual notice can be longer but not shorter. For agreements outside the Regulations, the notice period is whatever the contract specifies, though a reasonable notice period will be implied where the agreement is silent and has been in operation for some time.

Where the Commercial Agents Regulations 1993 apply, the representative is entitled to either compensation (based on the loss sustained from termination) or an indemnity (based on the value of goodwill built up) on termination, unless the representative terminates without cause or has committed a material breach. These rights cannot be contracted out in advance. If the Regulations do not apply, entitlement to termination payments depends entirely on the contract's express terms.

Not as a matter of general contract law, as oral contracts are valid. However, under the Commercial Agents Regulations 1993, either party may at any time request a written document setting out the terms. A written agreement is also strongly advisable for evidential purposes, to avoid disputes about commission rates, territory, and termination rights. Complex arrangements involving IP licences, data sharing, or regulatory compliance always benefit from a comprehensive written document.

Yes. A clause prohibiting the representative from representing competing products during the term of the agreement is common and generally enforceable if reasonable. Post-termination non-compete restrictions on former representatives are subject to the restraint of trade doctrine and must protect a legitimate business interest, be reasonable in duration (typically up to twelve months), and be no wider geographically than the territory covered under the agreement.