DISCLAIMER

AGENCY AGREEMENT

This agreement is made between __(legal entity name of organization)__, hereinafter referred to as “Principal,” with it’s primary office located at __(address)__, __(City)__, __(State/Province)__, __(Country)__ and __(name of Agent)__ of __(address)__, __(City)__, __(State/Province)__, __(Country)__, hereinafter referred to as “Agent.”

RELATIONSHIP

Agent is acting as an independent contractor, and is not acting as an employee of Principal.

Principal desires to appoint Agent as __(type of Agent)__ to provide Principal with __(type of work to be performed)__, hereinafter called ___(“shortened name for work performed”)___.

Agent desires to accept such appointment and to perform within all the provisions of this agreement. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:

1. DURATION The term of this agreement shall be __(length of time)__, beginning on __(date)__ to __(date)__, unless duration extended or sooner terminated.
2. AGENT’S PERFORMANCE Agent agrees to devote Agent’s best efforts to the business of principal under the direction of principal’s officers or representatives, and to conform to the best of Agent’s ability with the company policies, rules, regulations and instructions of principal now in force or that may be adopted. Agent shall employ such terms and conditions as principal may require, as set forth in this Agreement.
3. NON-DISCLOSURE OF PRINCIPAL’S AFFAIRS The Agent shall not at any time, whether during or subsequent to the term of this Agreement, directly or indirectly use, divulge, disclose or communicate to any person, form or corporation, in any manner whatsoever, any confidential information concerning the matters affecting or relating to the business of the Principal, including business strategies, lists or other written or electronic compilations related to the Principal’s business or any other confidential financial information of, or about, or concerning the business of the Principal, its manner of operation or other confidential data of any kind, nature or description. The parties hereby stipulate that as between them, the foregoing matters are important, material, confidential and proprietary and affect the successful conduct of the Principal’s business and its goodwill and reputation, and that any breach of any term of this paragraph is a material breach of this Agreement.
4. ASSIGNMENT OF AGENT’S IMPROVEMENTS and INVENTIONS Agent agrees, in view of the confidential information regarding Principal’s business affairs, plans and necessities, that Agent will be in a position to obtain from time to time, and in consideration of the compensation agreed to be paid to Agent under this Agreement, that Agent, on demand, will assign to principal, or principal’s successors or assigns, any improvements or inventions Agent may make that is related to the Principal’s business during the term of this Agreement. Agent also will sign any documents and perform the required acts that may be needed to secure to principal, or principal’s successors or assigns, any rights relating to such improvements and inventions, including patents in the __(name of Country)__and foreign countries.
5. AGENT NOT TO COMPETE
   1. Agent, having agreed to devote Agent’s time to Principal’s business, will not engage, directly or indirectly, either as Agent or as Employee of any other party, in manufacturing, buying, selling or dealing in on Agent’s own account in any way during the continuance of this Agreement.
   2. For a period of __(length of time)__ from the date this Agreement is terminated, the Agent will not will not engage, directly or indirectly, either as Agent or as Employee of any other party, in manufacturing, buying, selling or dealing in __(type of Product/Services that the Principal is involved in)___, in the “territory” described, without the written consent of Principal.
   3. The “TERRITORY” is described as the area comprised within the present boundaries of the of the __(city/town)__ of __(City)__, including any other Town, Village, Hamlet or other constituted municipal entity within the boundaries of the __(name of county/municipal district/etc.)__.
6. ASSIGNMENT During the term of this Agreement, Principal shall not assign the activities performed by Agent to any other party without the written consent of Agent.
7. COMPENSATION
   1. Compensation Described Agent, during the term of the agreement, shall receive compensation from the Principal for the __(name for work performed)__ as stated in this agreement. Agent’s compensation for __(name for work performed)__ pursuant to this Agreement shall be as follows: __(Briefly list or describe compensation package)__
   2. When Compensation Paid Any compensation to be received under this Agreement shall be credited to Agent’s account on principal’s books, either by cash or acceptable notes on or before __(Describe the method of the payment periods that has been agreed upon)__.
8. REPORTING BY AGENT
   1. Reporting to Principal Agent agrees to report ___(daily/weekly/monthly)__to Principal, in the “Reporting” manner described, giving an account of activities performed by Agent on behalf of Principal along with a summary and analysis of same.
   2. Reporting Definition The “REPORTING” is described as __(describe reporting methods, content and periods agreed upon)__.
9. AGENT’S EXPENSES All expenses for traveling, entertainment, office, clerical, office and equipment maintenance that may be incurred by agent in connection with this agreement will be borne wholly by Agent. In no case shall principal be responsible or liable for such expenses.
10. SURETY BOND OF AGENT Agent agrees to furnish Principal with a Fidelity Bond of __($amount)__ conditioned on the faithful performance of agent created by this agreement. All premiums on such bond shall be paid by Agent.
11. LIABILITY INSURANCE Agent agrees to furnish Principal with a certified copy of Liability Insurance with an indemnity limit of no less than $__($1,000,000/etc.)__, covering the activities of the Agent and/or any employees or subagents thereof, in which Agent and/or any employees or subagents thereof, may be held liable for, while acting on behalf of Principal. All premiums on such Liability Insurance shall be paid by Agent.
12. EXAMINTATION OF AGENT’S RECORDS Agent agrees that officers or authorized representatives of Principal shall have, on demand, access to and the right to examine and make copies of all books of accounts, vouchers and papers of Agent, relating to work performed on behalf of Principal, in order to ascertain whether the business of Agent is being conducted in a manner satisfactory to Principal.
13. ENFORCEMENT AND SURVIVAL
    1. Scope of Covenants – Each provision of the Agreement is declared to constitute a separate and distinct covenant and has sever ability from all other separate and distinct covenants. Without limiting the foregoing, each provision contained in Sections 2, 3, 4 and 5 of the Agreement is declared to constitute a separate and distinct covenant in respect of each capacity and each activity and to be separable from all other separate and distinct covenants. If any of the capacities, activities, periods or geographical areas specified in Sections 2, 3, 4 and 5 are considered by a Court of competent jurisdiction as being unreasonable, the parties agree that the Court shall have the authority to limit or alter such capacities, activities, periods or geographical areas as the Court deems proper in the circumstances.
    2. Injunctive Relief – The parties recognize that a breach by the Agent of any of the covenants contained in Sections 2, 3, 4 and 5 of this Agreement would result in damages to the Principal and that the Principal will pursue remedies to be adequately compensated for such damages by the Agent. Remedies available to the Principal which would therefore be necessary and appropriate in the circumstances includes, but is not limited to; monetary award, restraining order, decree, interim, interlocutory and permanent injunction.
    3. Necessary Restrictions - The parties agree that all restrictions contained in Sections 2, 3, 4 and 5 of this Agreement are necessary and fundamental to the protection of the Principal’s position and are reasonable and valid, and all defenses to the strict enforcement of this Agreement by the Principal are waived by the Agent.
14. NOTICE
    1. Notices - All notices, requests, demands or other communication required to be given under the terms of the Agreement shall be made in writing and shall be deemed to have been duly given, if delivered personally, given by prepaid telegram or mailed first class, postage prepaid or by registered mail to the addresses as previously listed in this Agreement.
    2. Termination - This agreement may be terminated by either party by written notice if delivered as stated in Section 14.1 This agreement covers all agreements between Agent and Principal relating to the employment of Agent for the handling of principal’s business as stated herein.
15. COMPLIANCE WITH LAWS
    1. Laws - Agent agrees, for the benefit of Agent’s employees and subagents, to comply in all respects with the Workers’ Compensation laws of any __(state/province)__ that agent’s territory may be a part, and to pay the premiums and other costs and expenses incident to such coverage.
    2. Agreement Enforcement - This The enforcement and interpretation of this agreement shall be governed by the laws of the __(State/Province)__ of __(name of State/Province), __(Country)__.

IN WITNESS WHEREOF the Company and Employee have executed this Agreement this ____day of __(month)__, __(year)__.

X__________________________ X_____________________________

Agent Principal

SIGNED AND DELIVERED in the presence of:

X_____________________________

Witness