Service Agency Agreement for Malaysia

Service Agency Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes and regulates the relationship between a principal company and its appointed service agent. This agreement outlines the scope of agency services, territorial rights, commission structures, and mutual obligations while ensuring compliance with Malaysian commercial law, including the Contracts Act 1950 and relevant agency regulations. It provides detailed provisions for performance standards, reporting requirements, and termination conditions, while protecting both parties' interests through clear confidentiality and intellectual property clauses.

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What is a Service Agency Agreement?

The Service Agency Agreement is a crucial commercial contract used when a company (Principal) wishes to appoint another party (Agent) to provide specified services or represent their interests in Malaysia. This document is essential for businesses expanding their operations through agents rather than establishing direct operations or employment relationships. The agreement should comply with Malaysian legislation, including the Contracts Act 1950, Commercial Agents Regulations, and relevant industry-specific regulations. It typically covers appointment terms, territory rights, commission structures, performance expectations, confidentiality obligations, and termination provisions. This type of agreement is particularly important in the Malaysian market where many international companies operate through local agents to leverage existing networks and market knowledge.

What sections should be included in a Service Agency Agreement?

1. Parties: Identifies and provides full details of the Principal and Agent

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope: Details of the Agent's appointment, territory, and services covered

5. Agent's Rights and Obligations: Comprehensive list of the Agent's duties, responsibilities, and authority limits

6. Principal's Rights and Obligations: Principal's commitments, support provisions, and responsibilities

7. Commission and Payment Terms: Structure of commission, calculation method, payment terms, and expenses

8. Term and Termination: Duration of agreement, renewal provisions, and termination circumstances

9. Confidentiality: Protection of confidential information and trade secrets

10. Intellectual Property: Usage rights and protection of trademarks, logos, and other IP

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement

12. Indemnification: Mutual indemnification provisions and liability limitations

13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

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

1. Performance Targets: Include when specific sales or performance targets are required for the agent

2. Training and Support: Include when the principal provides specific training or support services

3. Marketing and Promotion: Include when the agent has specific marketing responsibilities or restrictions

4. Insurance: Include when specific insurance coverage is required from the agent

5. Compliance with Anti-Corruption Laws: Include for international agreements or when dealing with government entities

6. Data Protection: Include when personal data processing is involved in the agency services

7. Force Majeure: Include when specific provisions for unforeseen circumstances are needed

8. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred

What schedules should be included in a Service Agency Agreement?

1. Schedule 1 - Territory: Detailed description of the geographical area covered by the agency

2. Schedule 2 - Services: Detailed specification of services to be provided by the agent

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

4. Schedule 4 - Reporting Requirements: Forms, frequency, and content of required reports

5. Schedule 5 - Operating Procedures: Detailed procedures for day-to-day operations and interactions

6. Schedule 6 - Approved Marketing Materials: List of approved marketing materials and usage guidelines

7. Appendix A - Performance Metrics: Specific KPIs and measurement criteria

8. Appendix B - Contact Details: Key contact persons and communication protocols

Authors

Alex Denne

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Financial Services

Consumer Goods

Healthcare

Real Estate

Telecommunications

Industrial Products

Automotive

Energy

Tourism and Hospitality

Education

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Compliance

Finance

Channel Management

Partner Relations

International Business

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Sales Director

Legal Counsel

Contracts Manager

Operations Manager

Regional Manager

Channel Manager

Agency Relations Manager

Compliance Officer

Sales Operations Manager

Account Manager

Partnership Manager

Industries
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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