Representation Agreement Template for England and Wales

A Representation Agreement is a legally binding contract that establishes a formal relationship between a principal and a representative, allowing the representative to act on behalf of the principal in specified business activities. Under England and Wales law, this agreement creates an agency relationship governed by common law principles and statutory regulations, providing a structured framework for commercial representation arrangements.

When do you need this document?

You need a Representation Agreement when appointing someone to represent your business interests in commercial transactions, negotiations, or promotional activities. This is essential for manufacturers seeking sales representatives, companies requiring regional agents, or businesses needing authorized representatives for specific territories or market segments. The agreement is particularly crucial when the representative will have authority to bind you contractually or when commission-based relationships are involved. You should also use this document when expanding into new markets where local representation is necessary, or when delegating specific business functions to external parties while maintaining control over the relationship terms.

Key legal considerations

The scope of authority granted to your representative is the most critical aspect of this agreement, as it determines what actions they can take on your behalf and your potential liability for their conduct. You must clearly define territorial limits, product or service boundaries, and specific powers such as the ability to negotiate prices, conclude contracts, or make commitments. Commission structures and payment terms require careful consideration, including base rates, performance incentives, and circumstances affecting payment entitlement. The agreement should address confidentiality obligations, non-compete restrictions, and intellectual property protections to safeguard your business interests. Termination provisions are equally important, covering notice periods, grounds for immediate termination, and post-termination obligations such as the return of materials and customer information.

Legal requirements in England and Wales

Under England and Wales law, Representation Agreements must comply with common law agency principles and the Commercial Agents Regulations 1993, which implement EU directives on commercial agency relationships. The Commercial Agents Regulations apply when your representative is a commercial agent acting independently and having continuing authority to negotiate or conclude contracts on your behalf. These regulations provide specific rights regarding commission calculation, notification of contract conclusions, and compensation upon termination. The agreement must also satisfy fundamental contract law requirements under English common law, including offer, acceptance, consideration, and intention to create legal relations. When dealing with consumer-facing representatives, you must ensure compliance with the Consumer Rights Act 2015, particularly regarding fair terms and transparency requirements. The Supply of Goods and Services Act 1982 may also apply if your representative provides services, requiring adherence to implied terms about quality and fitness for purpose.