International Representation Agreement Ready-to-Use Template
This ready-to-use international representation agreement template helps a business appoint an independent representative in a foreign market. It covers territory, products or services, authority limits, commissions, reporting, confidentiality, compliance, duration, termination, and applicable law. Adapt it carefully to the parties’ commercial relationship and the laws governing agency or distribution in the relevant country.
An international representation agreement sets out the terms under which a business appoints a representative to promote, solicit, or support sales in a foreign territory. It is commonly used where the representative is independent and does not have unrestricted authority to bind the principal. A clear written agreement reduces uncertainty about commissions, territory, customer ownership, and compliance obligations. The document should always be adapted to the laws of the countries involved and to the parties’ actual commercial practices.
What an international representation agreement does
This agreement defines the relationship between a principal, such as a manufacturer, exporter, or service provider, and a representative operating in one or more overseas markets. The representative may identify prospects, market the principal’s offerings, relay orders, and maintain customer relationships.
Its central purpose is to establish the scope of the representative’s authority. Unless expressly authorised, a representative should not be able to sign contracts, alter prices, grant credit, make warranties, or incur obligations on behalf of the principal.
Representation versus distribution
A representative generally earns commission for arranging or facilitating sales made by the principal. A distributor usually purchases goods and resells them in its own name and at its own risk. These roles have different commercial, tax, competition-law, and agency-law consequences.
Key provisions to include
The agreement should identify the territory, covered products or services, target customers, appointment type, commission structure, reporting standards, and term. It should also state whether the appointment is exclusive, non-exclusive, or sole.
| Document field | Purpose | Frequent error |
|---|---|---|
| Territory | Defines the countries or regions where the representative may operate. | Using vague terms such as “Europe” without listing included countries. |
| Authority | Limits the representative’s power to act for the principal. | Failing to state that orders require the principal’s written acceptance. |
| Commission | Sets the rate, calculation basis, payment date, and clawback rules. | Not specifying whether commission is based on invoiced or paid sales. |
| Exclusivity | Clarifies whether other representatives or direct sales are permitted. | Granting exclusivity without minimum performance obligations. |
| Termination | Establishes notice, immediate termination events, and post-termination effects. | Ignoring mandatory agency protections in the applicable jurisdiction. |
Commission and payment mechanics
Commission provisions should identify the percentage or formula, the transactions that qualify, the currency, payment deadlines, taxes, and treatment of cancellations, returns, unpaid invoices, or customer credits. The parties should also determine whether commission is due on repeat orders from customers introduced by the representative.
Editable template
Document template
INTERNATIONAL REPRESENTATION AGREEMENT
This International Representation Agreement (the “Agreement”) is made in ____________________, on ____________________.
PRINCIPAL: ____________________, a company organised under the laws of ____________________, with registered address at ____________________, registration number ____________________, represented by ____________________.
REPRESENTATIVE: ____________________, a company/individual organised or resident under the laws of ____________________, with address at ____________________, registration number/identification number ____________________, represented by ____________________.
The Principal and the Representative are together referred to as the “Parties” and individually as a “Party.”
| Variable | Agreed details |
|---|---|
| Territory | ____________________ |
| Products / Services | ____________________ |
| Appointment type | Exclusive / Non-exclusive / Sole: ____________________ |
| Commission rate and basis | ____________________ |
| Agreement term | From ____________________ to ____________________ |
| Governing law | ____________________ |
| Dispute resolution forum | ____________________ |
- Appointment. The Principal appoints the Representative to promote and solicit orders for the Products / Services within the Territory, subject to the terms of this Agreement. The Representative accepts this appointment.
- Independent status and authority. The Representative acts as an independent contractor and has no authority to bind the Principal, execute contracts, alter prices, grant credit, make warranties, or accept orders on the Principal’s behalf unless the Principal gives prior written authorisation.
- Representative obligations. The Representative shall use reasonable efforts to develop the market, provide periodic reports, comply with applicable laws, protect the Principal’s confidential information, and refrain from making unauthorised representations concerning the Products / Services.
- Principal obligations. The Principal shall provide reasonably necessary product information, current price lists, promotional materials, and timely notice of accepted or rejected orders, subject to its commercial discretion.
- Orders and contracts. All orders obtained by the Representative are subject to the Principal’s written acceptance. A contract with a customer shall arise only when the Principal confirms acceptance in writing.
- Commission. The Principal shall pay the Representative a commission of ____________________ % of ____________________. Commission shall become due when ____________________ and shall be paid within ____________________ days after ____________________. No commission shall be due on cancelled, refunded, or unpaid transactions, except where mandatory law provides otherwise.
- Expenses. The Representative shall bear its own expenses unless the Principal has approved an expense in writing in advance. Approved reimbursable expenses are: ____________________.
- Exclusivity and performance. The appointment is ____________________. If exclusive or sole, the Representative shall meet the following minimum performance requirements: ____________________. Failure to meet these requirements permits the Principal to ____________________.
- Confidentiality and intellectual property. The Representative shall keep confidential all non-public business, technical, pricing, customer, and commercial information received from the Principal. All intellectual property rights remain the property of the Principal.
- Compliance. The Representative shall comply with all applicable anti-bribery, anti-corruption, sanctions, export control, competition, data protection, and trade laws. Any breach of this clause is a material breach of this Agreement.
- Term and termination. This Agreement begins on the date above and continues until ____________________, unless terminated earlier. Either Party may terminate by giving ____________________ days’ written notice. Either Party may terminate immediately for material breach, insolvency, unlawful conduct, or breach of confidentiality or compliance obligations, subject to mandatory applicable law.
- Consequences of termination. Upon termination, the Representative shall cease representing the Principal, return or destroy confidential materials upon request, and stop using the Principal’s trademarks. Outstanding commissions shall be handled in accordance with this Agreement and mandatory law.
- Governing law and disputes. This Agreement is governed by the laws of ____________________. Any dispute arising from or relating to this Agreement shall be submitted to ____________________.
- Entire agreement. This Agreement and its written schedules constitute the entire agreement between the Parties. Any amendment must be in writing and signed by both Parties.
Signed by the Parties on the date first written above.
For the Principal: ____________________
Name: ____________________
Title: ____________________
Date: ____________________
For the Representative: ____________________
Name: ____________________
Title: ____________________
Date: ____________________
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Information to prepare before signing
Before completing the template, the parties should agree on operational expectations and commercial boundaries. These details help avoid later disputes about who generated a customer, whether a lead is protected, or whether a sale falls within the territory.
- Full legal names, registration details, and addresses of both parties.
- A precise list of countries, regions, accounts, or customer segments covered.
- A description of the products or services and any excluded items.
- The commission percentage, payment currency, and accounting records available for verification.
- Sales targets, reporting frequency, marketing responsibilities, and approved promotional materials.
How to complete the template
Use consistent terminology throughout the agreement, particularly for terms such as “Representative,” “Principal,” “Territory,” “Products,” and “Net Sales.” Confirm that schedules and attachments match the main clauses.
- Identify the parties and confirm their legal capacity and registered details.
- Define the territory, products, representative’s functions, and authority restrictions.
- Insert commission, expenses, performance targets, and reporting arrangements.
- Review governing law, dispute resolution, mandatory local rules, and execution formalities.
Practical recommendation: do not grant exclusive territory rights unless the agreement includes measurable performance conditions and a clear remedy if those conditions are not met.
Compliance, confidentiality, and termination
International commercial relationships may involve anti-bribery, export control, sanctions, data protection, competition, and consumer-protection requirements. The representative should be required to comply with applicable laws and not make unauthorised statements, promises, or payments for the principal.
Confidentiality provisions should protect pricing, customer information, technical material, and business plans. The termination clause should cover ordinary notice, serious breach, insolvency, unlawful conduct, return of materials, outstanding commission, and restrictions on using confidential information after the relationship ends.
Frequently asked questions
Can the representative sign contracts for the principal?
Only if the agreement expressly grants that authority. Many principals reserve the right to accept or reject all orders in writing, which helps control contractual risk and pricing.
Is an exclusive appointment always advisable?
No. Exclusivity may encourage investment in market development, but it can limit the principal’s ability to sell directly or appoint others. It is usually safer when linked to defined sales targets and review rights.
Which country’s law should govern the agreement?
The parties may choose a governing law, subject to mandatory rules that may apply where the representative operates. Professional advice is especially important because commercial agency protections can override contractual wording in some jurisdictions.