Here you will find all the documents your agency needs, including links to help you get everything in order.
What should be in an Agency Contract Template?
- A contract template for agency agreements
- Tips for contracting with an agency on what to avoid, important items to pay attention to, and general resources which may be of use
- Advice on how to get contracts signed quickly, digitally, and legally
An agency agreement is a legally binding document formed between an agent and a principal. The principal in an agency agreement is the individual or company that assigns the agency to the agent, therefore establishing a legal relationship between the two parties.
An agency agreement is a widely used agreement. It could be necessary for contracts with vendors, lawyers, accountants, or other third-party agencies that is authorized to conduct business on the principal’s behalf.
An agency agreement is especially important for small-business owners.
Advertising agencies help small business owners conduct their business more efficiently.
Why Do You Need an Agency Agreement?
An agency agreement is needed when one party needs to act on behalf of another party, these can also be used by independent contractors. This creates a principal-agent relationship. There are several benefits to an agency agreement. Agencies can provide businesses with specialized skills to help boost the company’s revenue and overall success.
A business may need to hire a marketing agency, phone operators, bill collectors, or any sort of outsourcing activity.
Another example of an agency relationship is when your business encounters a legal issue. You will more than likely require a licensed attorney to represent you and your business. It is a type of agency agreement where you authorize the attorney to act on your company’s behalf.
Agency agreements, or agency contracts, are predominantly used in the following under the following circumstances:
- Business Projects
- Legal Representation
- Agreements and Employment Matters
- Transfer of Contract Rights
- Working with Realtors and Accountants
What Should be Included in an Agency Agreement?
It is essential to include the proper information and exact terms in an agency agreement. An agency agreement generally contains the following provisions:
- The Principal and Agent – an agency agreement should identify the principal and the agent subject to the contract.
- Services – The agreement should detail what services the agent or agency is supposed to provide to the principal.
- Scope of Duties – The agency agreement should clearly identify what the agent is authorized to do on behalf of the principal.
- Payment Structure – The frequency and method of payment should also be included in an agency agreement.
- Confidentiality– an agency agreement should contain a confidentiality clause to protect the principal’s trade secrets and other protected information.
Common Mistakes and the Consequences of not using an Agency Agreement
A formal written contract is essential. It protects both parties should the principal or agent breach the agreement. The contract should be as detailed as possible, so there is no confusion between the parties, and expectations are established on the front end.
Sometimes, depending on the circumstances, an agency agreement can become complicated. It is wise, no matter what the situation may be, to contact an experienced attorney to review your company’s contracts. Each state has different laws, and an attorney can confirm that all of the details necessary are incorporated into your agency agreement.
You can download 50 contract templates here.
An NDA template
A non-disclosure agreement (also referred to as an NDA or confidentiality agreement) is a contract between two parties promising to keep certain information confidential. Confidential information is often sensitive, technical, commercial, or valuable in nature (e.g., trade secrets, proprietary information).
Both parties sign the non-disclosure agreement, creating a binding contract to keep the confidential information secret. Be sure you understand how to write an NDA before drafting your own.
How to Write an NDA: Common Clauses
You may want to fill in or write your own non-disclosure agreement. Here are the standard clauses you should include, and what they mean:
1. Disclosing and Receiving Parties
Start your NDA by establishing the “Parties” to the agreement. The “Disclosing Party” is the individual or entity sharing information, while the “Receiving Party” is the individual or entity receiving information.
In a mutual NDA (also known as a bilateral NDA), confidential information is shared both ways. In this agreement, both parties serve as the Disclosing and Receiving Parties.
2. Confidential Information
After the Parties have been established, specify what confidential information is protected by the non-disclosure agreement.
Common examples of NDA-protected confidential information include:
- Trade secrets
- Special formulas
- Software development
- Technical designs
- Customer lists
- Patent details
- Business Ventures
- Affiliate deals
- Real Estate
- Advertising and marketing
- Pricing structures
- Business and financial records
- Creative Endeavors
- Documentary, TV, film, and news production
- Illustrations, graphic design, and drawings
- Web design
- Inventions, prototypes, or product samples
- Visitor or factory tours
- Bachelor or bachelorette parties
- Celebrity meet-and-greets
- House tours
- Original artwork
These are only a few examples of the types of information you wish to keep confidential under the protection of your NDA. Your agreement can list as many or few items of confidential information as needed, but you need to be specific about what information the Receiving Party is not permitted to disclose.
Being specific about what information is protected by your NDA will help it stand up in court in the event of a legal dispute.
3. Exclusions from Confidential Information
An “Exclusions” clause defines what kind of information is not protected by the NDA.
Information that can’t be protected by a non-disclosure agreement includes:
- information already in the public domain
- information the other party already has access to prior to the NDA
- information that is independently developed or discovered by the recipient
- information that the Disclosing Party has authorized the Receiving Party to share with prior written consent
Oral information can be deemed confidential information, as long as it’s confirmed in writing within a specific time frame after being disclosed.
4. Non-Disclosure Obligations
The bulk of your NDA will be made up of Non-Disclosure Obligations, which outlines what obligations the Receiving Party has to the Disclosing Party’s information.
Rather than being a single clause, this section will likely be comprised of multiple clauses that detail various obligations.
This section will start with a clause like in the example below, which states the broad obligation of the Receiving Party to keep the confidential information quiet.
You can add additional clauses to this section of your NDA, depending on your needs. Here are some other clauses you may choose to include in your Non-Disclosure Obligations section:
1. Non-Disclosure of Transaction: the Receiving Party promises to not let others know that:
- the Disclosing Party has shared or used Confidential Information.
- a Transaction is being discussed or negotiated.
- a Transaction has taken place, including the details of the relationship.
2. Non-Solicitation: either party may prevent the other from soliciting or offering employment to the other party’s employees, or from diverting business away from the other party.
3. Non-compete: Parties agree not to engage in business activities that directly compete with the other Party. Many companies choose to have partners and employees sign NDAs and non-compete agreements separately.
4. Non-Circumvention: if the Disclosing Party is sharing business contacts, a non-circumvention clause prevents the Receiving Party from bypassing the agreement and directly doing business or engaging with those contacts.
5. Time Frame / Termination
The NDA should explicitly state how long it remains in effect. The Time Frame includes when the promise to keep confidential information secret begins (the “Effective Date”), and the duration in which the protected information must not be shared with others (the “Disclosure Period”).
Usually, the Parties agree to when the term of the agreement will end (known as the “Termination” provision). For example, the non-disclosure agreement could terminate when:
- the Agreement expires
- the Transaction is completed; or
- a specific time period has passed.
The Jurisdiction clause establishes which state’s laws govern the non-disclosure agreement. If confidential information is leaked or inappropriately used by one party and a lawsuit ensues, the laws of the agreed-upon state will apply, and any trials or hearings will take place in that state.
Be aware that different states treat NDAs differently. For example, California doesn’t honor non-compete clauses.
Finally, your NDA needs to include the signatures of all Parties and their Representatives.
Representatives are other people (i.e., directors, officers, employees, agents, or advisors) who may share, receive, or protect information in pursuit of the Transaction specified in the NDA.
8. Additional Clauses
Depending on the nature of the transaction, relationship, and information being specified, every NDA will end up looking different. There are additional clauses you may choose to include in your own non-disclosure agreement:
- Remedies: specifies the consequences of breaking the NDA
- No License: provides that the NDA doesn’t give either party any patent, copyright, or ownership of the information provided.
- Severability: states that if one part of the NDA is ruled invalid in court, that part will be removed, and the rest of the agreement remains valid.
- Amendments: notes that the NDA may be amended at any time.
You can create your NDA document here.