Standard Agent Contract Template for England and Wales

A standard agent contract appoints a commercial agent to negotiate or conclude contracts on behalf of a principal, typically in exchange for a commission. Under the Commercial Agents Regulations 1993, both parties are entitled to receive a written statement of the agreed terms. The contract should cover territory, products, commission rate and trigger, exclusivity (if any), notice periods, post-termination commission rights, and applicable law.

The Regulations apply only where the agent is self-employed, acts on a continuing basis, and negotiates or concludes contracts for the sale or purchase of goods. They don't cover pure service arrangements or one-off introductions. Where they apply, certain protections (minimum notice periods, compensation on termination) cannot be contracted out of even if the contract attempts to waive them.

An agent is entitled to commission on transactions concluded during the contract term that result from their efforts, on transactions with customers the agent previously introduced, and on exclusive territory orders even where the agent wasn't directly involved. Regulation 10 specifies when commission becomes due; parties may agree an earlier trigger but may not defer it later than when the customer's payment becomes due.

Under regulation 15 of the 1993 Regulations, the minimum notice period escalates with the duration of the contract: one month in the first year, two months in the second, and three months from the third year onwards. The contract may agree longer notice periods but cannot reduce below the statutory minimum. Notice periods are the same for both parties regardless of which party is terminating.

Unless the contract elects the indemnity option, the agent is entitled to compensation for damage suffered as a result of termination under regulation 17. The 'French method' of calculating compensation (the standard approach in England and Wales after Lonsdale v Howard & Hallam) values the agency at the amount a willing buyer would pay for the income stream at the date of termination, assessed by an expert.

Compensation or indemnity is not payable where the agent has breached the contract in a way justifying immediate termination (regulation 18(a)), where the agent has assigned the agency to a third party (regulation 18(b)), or where the agent has terminated the contract unless the termination is justified by the principal's conduct or by the agent's age or illness (regulation 18(c)).

Under regulation 8, an agent is entitled to commission on transactions mainly attributable to their efforts during the contract term that are concluded within a reasonable period after termination. The contract should set a defined post-termination commission period (commonly six to twelve months) and address how commission on transactions in the pipeline at termination will be calculated and paid.

Yes, provided any restriction is reasonable under the restraint of trade doctrine. Courts will uphold post-termination restrictions that protect the principal's legitimate interest in its customer relationships, where the restriction is proportionate in scope, duration, and geography. Restrictions exceeding twelve months are scrutinised carefully, and restrictions covering customers the agent never dealt with are unlikely to be upheld.