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Agency Agreement Page 1 of 4

 Agency Agreement

This Agency Agreement (the “Agreement”) is entered into ____________________ (the “Effective Date”),
by and between ________________________, with an address of _____________________________ (the
“Principal”) and _________________, with an address of _______________________________, (the
“Agent”), collectively “the Parties.”

WHEREAS, The Principal desires to engage the Agent to be its representative to perform the Services
detailed in this Agreement on the Principal’s behalf;

WHEREAS, the Agent agrees to represent the Principal and perform the Services requested herein;

NOW, therefore, in consideration of the promises and conditions contained herein, the Parties agree as
follows:

1. Services. The Principal requests and the Agent agrees to perform the following specific Services (the
“Services”):

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

2. Appointment. The Principal hereby appoints the Agent as the Principal’s agent to perform the
Services on the Principal’s behalf.

3. Scope of Authority. The Agent’s authority to bind the Principal is limited to the Services. The Agent
does not have the authority to bind the Principal in any manner whatsoever beyond the Services
stated herein.

4. Term. The Term shall commence upon the Effective Date and shall continue for a period of _____
years. Upon the expiration of the Term, the Agreement shall continue for _____ renewal terms of
_____ years each unless either Party notifies the other Party, in writing, of its intention not to renew
_____ days prior to the expiration of the current Term.

5. Compensation. The Parties agree the Agent will be compensated as follows:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

6. Expenses. The Agent ______________ [shall/shall not (choose one)] be entitled to reimbursement
for expenses incurred in the course of performing the Services. If the Agent is entitled to
reimbursement for expenses, the Agent shall submit invoices of associated expenses
______________ [monthly/weekly/biweekly (choose one)]. The Principal shall pay such invoices
within thirty (30) days of receipt.

7. Parties’ Relationship. Nothing in this Agreement shall be construed to create an employer-

employee relationship between the Principal and the Agent.

Agency Agreement Page 2 of 4

 8. Confidentiality & Intellectual Property. During the course of this Agreement, it may be necessary
for the Principal to share proprietary information, including trade secrets, industry knowledge, and
other confidential information to the Agent in order for the Agent to complete the Services. The Agent
will not share any of this proprietary information at any time. The Agent also will not use any of this
proprietary information for the Agent’s personal benefit at any time. The Agent acknowledges and
agrees that all copyrights, trademarks, and service marks and rights in the name of or licensed to the
Principal shall be and remain the sole and complete property of the Principal and the Agent shall not
acquire or claim any right, title, or interest of any nature in any such copyright, trademark, or service
mark. This section remains in full force and effect even after termination of the Agreement by it’s
natural termination or the early termination by either party.

9. Termination. This Agreement may be terminated as follows:

9.1. At any time by either party upon written notice to the other party;

9.2. By the Principal due to the Agent’s breach of the Agreement, insolvency, bankruptcy,
liquidation, death or disability;

9.3. By the Agent due to the Principal’s breach of the Agreement, insolvency, bankruptcy, or
liquidation.

The Principal will be responsible for payment of all Services performed up to the date of termination,
except for in the case of Agent’s breach of this Agreement, where the Agent fails to cure such breach
upon reasonable notice.

Upon termination, the Agent shall return all of the Principal’s content, materials, and resulting work
product, if applicable, to the Principal at its earliest convenience, but in no event beyond thirty (30)
days after the date of termination.

10. Representations and Warranties. Both Parties represent that they are fully authorized to enter into
this Agreement. The performance and obligations of either Party will not violate or infringe upon the
rights of any third-party or violate any other agreement between the Parties, individually, and any
other person, organization, or business or any law or governmental regulation.

11. Indemnity. The Parties each agree to indemnify and hold harmless the other party, its respective
affiliates, officers, agents, employees, and permitted successors and assigns against any and all
claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees
and costs of any kind or amount whatsoever, which result from the negligence of or breach of this
Agreement by the indemnifying party and/or its respective successors and assigns that occurs in
connection with this Agreement. This section remains in full force and effect even after termination of
the Agreement by its natural termination or the early termination by either party.

12. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO

THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY
PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY,
WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR
BREACH.

13. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in
whole or in part, that part shall be severed from the remainder of the Agreement and all other
provisions should continue in full force and effect as valid and enforceable.

14. Waiver. The failure by either party to exercise any right, power, or privilege under the terms of this
Agreement will not be construed as a waiver of any subsequent or future exercise of that right,
power, or privilege or the exercise of any other right, power, or privilege.

Agency Agreement Page 3 of 4

15. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to
its legal fees, including, but not limited to its attorneys’ fees.

16. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated
above. This Agreement may be entered into and is legal and binding both in the United States and
throughout Europe. The Parties each represent that they have the authority to enter into this
Agreement.

17. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the
State and/or Country in which both Parties do business. In the event that the Parties do business in
different States and/or Countries, this Agreement shall be governed by __________________ law.

18. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire
agreement between the Parties. In the event that the Parties desire to change, add, or otherwise
modify any terms, they shall do so in writing to be signed by both parties.

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Principal

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Agent

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Agency Agreement Page 4 of 4