Why would your business need an agent or distributor?
If you’re thinking of setting up a relationship with an agent or a local distributor, then you’ll be effectively sub-contracting the sales or marketing function of your business to a third party. This can be a good way of relieving the pressure on you while taking advantage of an agent or distributor’s local connections and in-depth local knowledge.
Why does your business need agency or distribution agreements?
You’ll need agency agreements and/or distribution agreements to protect your business. As with any other commercial agreement, it’s important to make sure your agency and distribution agreements are legally binding and detail the rights and obligations of both parties.
If there’s no written agreement in place, or it’s not drafted properly, then certain terms may be contrary to the intention of the parties – and so disputes can arise.
We recommend that you seek the help of a commercial solicitor to help draft and review an agency or distribution agreement on your behalf.
What is an agency agreement?
In an agency arrangement, a supplier gives an agent authority to introduce orders from a third party to create a legal relationship between the supplier and the customer. An agent will receive commission from the supplier and does not contract with customers in their own right, which means they generally have no liability to them.
The main source of rights for the parties will be set out within the written agency agreement itself. If there’s no agency agreement, one may still exist and certain terms may either be implied through common law or due to the application of the Commercial Agents Regulations (1993). Read much more about agency agreements in our FAQs.
What is a distribution agreement?
A distribution agreement involves a distributor buying goods on their own account from a manufacturer or other supplier and reselling them to customers. The contract for the sale of the goods/services is between the distributor and the customer. Find out more about distribution agreements and how they work in our Agency & Distribution Agreement FAQs.
How can Harper James Solicitors help with agency & distribution agreements?
For agency agreements:
Most importantly, the Commercial Agents Regulations stipulate that a payment must be made to an agent on termination and it’s important to choose the correct method for deciding the amount in order to minimise the costs to your business.
If you wish to appoint an agent, our commercial solicitors will draft and review a written agreement designed to regulate this relationship to make sure you’re compliant with the regulations, while also preparing you for the potential impact of EU and UK competition law.
For distribution agreements:
EU and UK competition rules prohibit arrangements that prevent, restrict or distort competition. We strongly advise that your distribution agreement is drafted by a commercial solicitor to make sure you take advantage of the various exemptions available to avoid you falling foul of competition law.
Why choose our agency agreement solicitors?
There’s no doubt that you’ll need a solicitor to draft, review or negotiate your agency agreements or distribution agreements. You don’t want to be left unprotected or caught out, especially when dealing with the Commercial Agents Regulations. Our solicitors have all worked at partner level in top 100 firms or in house at major international businesses, and have considerable experience with agency and distribution agreements. Find out more about each of our agency and distribution agreements team:
IP & Commercial Technology Partner
Before joining us Rob worked for Santander bank as an IP/brand management lawyer and also at Shakespeare Martineau.View profile
Emilia trained at SJ Berwin, moving to Reed Smith LLP and then as in-house counsel for Eurostar before joining the team at Harper James. She specialises in commercial transactions, particularly in commercial contract negotiation and SaaS products.View profile
Commercial and Data Protection Solicitor
Lillian previously worked in private practice and in-house (litigation and non-litigation) in the City of London, advising on the legal and commercial dilemmas any organisation faces.View profile
Rana is a commercial solicitor specialising in commercial contracts, data protection and financial services.View profile
As a previous partner at DLA Piper, Sarah comes with a rich pedigree in providing expert commercial services for her clients.View profile
IP, Commercial & Technology Associate Solicitor
Ed joins our commercial team and specialises in IT, IP and general technology related contracts, but can also advise on a range of commercial matters.View profile
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