Agency appointment, core clauses

APPOINTMENT OF AGENT: CORE CLAUSES

1. Appointment and character of the relationship. The Principal appoints [Name of the Agent] as its [Option A — non-exclusive] / [Option B — sole and exclusive] agent for the solicitation of orders for the Products in the Territory, and the Agent accepts the appointment. The Agent acts at all times as an agent of the Principal and not as a buyer, distributor or reseller. Title to and risk in the Products shall remain with the Principal until property passes to the customer under the Principal’s contract of sale, and shall at no time vest in the Agent. The Agent shall not describe itself as a distributor or as a party to any contract of sale.

2. Territory and Products. “Territory” means [the States of ____]. “Products” means the goods listed in Schedule [Schedule number listing the Products], as amended by the Principal on [Days' notice to amend the Products] days’ notice. The Agent shall not solicit orders outside the Territory, and shall refer to the Principal any enquiry received from outside it. [Where the appointment is exclusive, consider the effect of s.3(4) of the Competition Act 2002 on exclusive distribution and refusal to deal; see F.5.]