A neutral-form agreement engaging a Broker to find and introduce clients for the sale of a Company's products in return for commission (a "finder's fee"), governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - This is a finder/introducer arrangement: the Broker introduces potential clients but does not negotiate or conclude sales on the Company's behalf. If the Broker will negotiate or conclude sales of goods as an agent, the Commercial Agents (Council Directive) Regulations 1993 may apply and give the agent extra rights (including compensation on termination), take advice, as that changes the deal significantly. - Be clear about when commission is earned (clause 3), this is the most common source of disputes. - Have a solicitor review before use.
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THIS BROKER AGREEMENT is made on [DATE]
BETWEEN (1) [COMPANY NAME] of [ADDRESS / COMPANY NUMBER] (the "Company"); and (2) [BROKER NAME] of [ADDRESS] (the "Broker").
Agreed terms
1. Appointment. The Company appoints the Broker, on a [non-exclusive / exclusive] basis, to find and introduce potential clients for the [products/services] described in Schedule 1 (the "Products"). The Broker has no authority to negotiate, vary or conclude any contract on the Company's behalf, or to bind the Company.
2. The Broker's role. The Broker will use reasonable efforts to introduce suitable prospective clients and will conduct itself lawfully and in a manner that protects the Company's reputation.
3. Commission. The Company will pay the Broker commission of [NUMBER]% of [the net invoice value of sales / the fee] made to a client first introduced by the Broker, where the sale is concluded within [NUMBER] months of the introduction. Commission is payable within [NUMBER] days of the Company receiving cleared payment from the client. A client is "introduced" only where the Broker is the effective cause of the introduction and notifies the Company in writing of the introduction in advance.
4. Expenses. The Broker bears its own costs unless the Company agrees otherwise in writing.
5. Confidentiality. Each party will keep the other's confidential information secret and use it only for this Agreement.
6. Independent contractor. The Broker is an independent contractor, not an employee, agent or partner of the Company, and is responsible for its own tax and National Insurance.
7. Term and termination. This Agreement runs from [DATE] until ended by either party on [NUMBER] days' written notice, or immediately for material breach. Commission remains payable on qualifying sales concluded within [NUMBER] months after termination from introductions made during the term.
8. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [COMPANY NAME]: __________________ Date: [DATE]
Signed by [BROKER NAME]: __________________ Date: [DATE]
Schedule 1, The Products
--- This template is a starting point and not legal advice. If the Broker will act as a commercial agent, different rules apply, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.