Agency agreement - sample filling for legal entities

Concept and example of an agency agreement

In order to competently draw up an agency agreement, it is necessary to understand its key provisions. Agency is understood as an agreement under which the performer (agent), for a fee from the principal, performs legal and other actions on his or her behalf, but always at his expense.

To make it clearer what actions of an agent fall under the regulation of Chapter 52 of the Civil Code, we will give examples of an agency agreement. The following transactions will be considered:

• on the contractor’s search for potential subscribers, their information services and the conclusion of subscription agreements (see the ruling of the Supreme Court (SC) dated 06.06.2017 No. 37-KG17-6);
• upon the agent’s execution of the purchase and sale agreement in terms of transferring goods to buyers and receiving payment from him, which is then transferred to the principal minus the agent’s remuneration (see the decision of the Supreme Court dated January 27, 2015 No. 5-KG14-129);
• for the agent to calculate electricity supplied by the principal to residents of an apartment building, issue payment documents and make payments, provide the principal with statements of completed settlement transactions and lists of defaulters (see resolution of the Arbitration Court of the Central District dated February 19, 2018 No. F10-6377/2017).

Contents of a standard agency agreement

Typically, a contract begins with an indication of the place where the agreement is concluded and who its subjects are - information about the agent and the principal. This is followed by a clause stating that the principal instructs, and the agent undertakes, the duties to act on his behalf and at his expense. The latter is not an agency fee, but belongs to the area of ​​entertainment expenses, and this is how it is reflected in the accounting documentation.

An important circumstance is to indicate which party has rights and obligations for all those transactions that will be concluded by the agent due to the performance of his duties under the agency agreement. Usually they write that they arise from the principal. It is quite possible that such a brief formulation has its own explanations, but here it would be useful to note the limitations. For example, indicate that if this does not violate the rights of the principal and contradict his material interests.

The section describing the rights and obligations of the parties simply lists the main types of intermediary services that his agent can perform on behalf of the principal. For example, enter into purchase and sale transactions or represent interests in courts. The list of activities is unlimited. You can add various analytical or physical actions to it.

Each party has the right to indicate what the other must do at the time of termination of the contract. It would not be amiss to establish the agent’s obligation to return, within a certain period of time, all those powers of attorney that were issued to him in the course of fulfilling his contractual obligations.

The agent’s remuneration section specifies the specific amount he will receive for providing his services, the payment procedure and the method of transfer. The agreement can be concluded for an indefinite period, then it is necessary to indicate what amount and in what period the principal undertakes to transfer. Immediately following these conditions is a section on the agent's reports, and its specifics depend on the nature of the tasks that the principal assigns to his agent. Payment and reporting can be closely linked. The principal has the right to tie payment for the agent’s services not only to what he did, but also to how he reported on the work done.

All other sections of the agreement are standard for legal business transactions in the Russian Federation. What is important here is primarily how the principal intends to terminate the relationship with the agent if he considers it necessary to do so. The contract law of the Russian Federation does not impose serious restrictions on principals, because in essence the activities of an agent are closer to the provision of services. It will be better for everyone that at the time of termination of the contract the parties do not owe each other any material funds. Therefore, business traditions require that upon termination of an agency agreement, the principal must pay the agent for what he has already done for him. In the document itself, this is reflected by the clause that the principal reserves the right to terminate the relationship at any time by sending appropriate written notice.

Types of agency agreements

Depending on under whose name the agent will act in legal relations with third parties, there are two types of agency agreements, the conclusion of which entails different legal consequences for counterparties:

The agent works on his own behalf or on behalf of the principal

The agent carries out the assignment in two ways - on his own behalf or on behalf of the principal.

In the first case, the agent introduces himself by his own name and draws up all documents in his name, as if there were no principal at all. The client may not even know that he is working with an intermediary, and will turn to the agent with questions and complaints.

In the second case, the agent draws up all documents in the name of the principal and, as an independent entrepreneur, does not participate in the transaction. This is equivalent to working under a power of attorney, and the agent has no obligations to the client.

Differences and features of an agency agreement: parties, form and subject of the agreement

Agency legal relations have common features with some others. It happens that the closeness of these relationships leads to the substitution of other relationships that de jure qualify as agency, and vice versa. If a dispute related to such legal relations comes to court consideration, there is a high probability that the court will point out a discrepancy, and therefore the parties may face consequences that they did not know about or for which they did not count.

In order to prevent such situations, we recommend that you familiarize yourself with the features of agency compared to related relationships:

Of the above delimitation criteria, the subject of the transaction is of primary importance. Let’s take a closer look at it and the essential terms of the deal as a whole.

Agency agreement (sample)

Agency contract

______________ "___" ___________ 20__

________________________________________________________________________,

(name of organization, full name of citizen-entrepreneur)

we refer to __ hereinafter as the “Agent”, represented by ________________________________,

(position, full name)

acting on the basis ______________________________________________,

(charter, regulations, power of attorney)

on the one hand, and _____________________________________________________,

(name of organization, full name of citizen-entrepreneur)

we refer to __ hereinafter as the “Principal”, represented by ____________________________,

(position, full name)

acting on the basis of _________________________________, on the other hand,

have entered into this agreement as follows:

1. Subject of the agreement and obligations of the parties

1.1. The Principal instructs and undertakes to pay, and the Agent undertakes

perform on behalf and at the expense of the Principal the following legal and other

actions related to __________________ (selling at a certain

territory of goods, performance of work, provision of services, etc.)

_________________________________________________________________________

_________________________________________________________________________

(conclusion of agreements, signing documents on behalf of the Principal,

market research, advertising organization, commercial correspondence,

actual transfer of goods, performance of work, provision of services and

etc.).

Rights and obligations under transactions completed by the Agent in accordance with

by this agreement arise directly from the Principal.

1.1. Option. The Principal instructs and undertakes to pay, and the Agent

undertakes to perform on its own behalf, but at the expense of the Principal, the following

legal and other actions related to ___________________ (sale on

certain territory of goods, performance of work, provision of services

and etc.) __________________________________________________________________

(concluding agreements, signing documents on one’s own behalf,

market research, advertising organization, commercial correspondence,

actual transfer of goods, performance of work, provision of services and

etc.).

Rights and obligations under transactions completed by the Agent in accordance with

by this agreement arise directly from the Agent.

1.2. The Agent acts in the interests of the Principal in the territory

___________________ (state, region, locality).

The agent is obliged to fulfill the instructions given to him independently.

The Agent is prohibited from concluding subagency agreements.

1.3. The agent is obliged to fulfill the instructions given to him in accordance with

instructions of the Principal, which must be lawful, feasible and

specific, as well as the requirements of clause 1.1 of this agreement.

The Agent has the right to deviate from the instructions given to him by the Principal if,

circumstances of the case, this is necessary in the interests of the Principal and the Agent could not

request his opinion in advance or did not receive a timely response

to your request.

1.4. The order specified in clause 1.1 of this agreement is considered

executed by the Agent and payable by the Principal after the actual

occurrence of the following circumstances: ___________________________________

______________________________________________________________ (specific

legal or factual circumstances, the occurrence of which entails

the emergence of the Principal’s obligation to pay for the Agent’s services).

1.5. The agent is also obliged:

not to enter into similar agreements with other principals that

must be performed in a territory that fully or partially coincides with

the territory specified in this agreement;

inform the Principal, upon his request, all information about the progress of execution

instructions;

transfer to the Principal without delay everything received under transactions,

carried out in pursuance of an order;

upon execution of an order or upon termination of this agreement

the order must be returned to the Principal without delay before it is executed

power of attorney, which has not expired, and within _____________ (period)

submit to the Principal a written report with supporting evidence attached

documents, if required by the nature of the order.

The following documents must be attached to the Agent's report:

________________________________________________________________________.

1.6. The principal is obliged:

not enter into similar agreements with other agents operating

on the territory specified in this agreement;

issue to the Agent a power of attorney (powers of attorney) to perform legal

and other actions provided for in clause 1.1 of this agreement, for

except for the cases provided for in the second paragraph of clause 1 of Article 182 of the Civil Code of the Russian Federation, and

also provide the Agent with other necessary documents;

reimburse the Agent for expenses incurred and provide him with funds,

necessary for the execution of the order;

immediately accept from the Agent everything performed by him in accordance with

with this agreement;

review the Agent's reports and notify him of any objections to

the report and the volume of attached documents within _______ (deadline); without notification

Agent within the specified period of time regarding the presence of objections, the report is considered accepted;

pay the Agent remuneration according to the rules established in section

2 of this agreement.

1.7. If this agreement is terminated before the order

executed in full, then the Principal is obliged to compensate the Agent for any expenses incurred in

execution of the order costs, as well as pay him remuneration

commensurate with the work he has done. This rule does not apply to execution

The agent of the order after he learned or should have known about

termination of the order.

2. Agency remuneration and payment procedure

2.1. Agency fee for execution of the Principal's instructions

is ____________________ rubles. If the order is terminated before

how it will be executed, the amount of remuneration that should be

paid to the Agent in accordance with this agreement is determined

agreement of the parties.

2.2. No later than ________ from the date of acceptance of the report by the Principal

on the execution of the order, the Principal transfers to the Agent’s current account

the amount specified in clause 2.1 of the agreement.

3. Responsibility of the parties

3.1. In case of non-payment of remuneration to the Agent within the period established

in clause 2.2 of the agreement, the Principal pays him a penalty in the amount of __% of

payment amount for each day of delay, but not more than ________ rubles.

3.2. Other measures of liability of the parties for failure to fulfill their

obligations under this agreement are determined according to the general rules of the Civil Code of the Russian Federation.

4. Dispute resolution

4.1. Disputes and disagreements that may arise during the execution

of this agreement will, if possible, be resolved through negotiations

between the parties.

4.2. Disputes between the parties that are not resolved through negotiations are referred to

for permission in _____________________________ (location

court/arbitration court).

5. Duration of the contract

5.1. This agreement comes into force from the moment of its signing

parties and is valid until _______________________________________________.

5.2. This agreement is terminated, in addition to the general grounds

termination of obligations, also due to _____________________________.

5.3. Any changes and additions to this agreement

are valid only if they are made in writing and

signed by the parties or duly authorized representatives

sides

6. Addresses and bank details of the parties

Principal: ______________________________________________________________

Agent: ________________________________________________________________

This agreement is drawn up in two copies in Russian. Both

copies are identical and have the same force. Each side

There is one copy of this agreement.

Attached to this agreement are: ________________________________.

Signatures of the parties

Principal _____________________________________ M.P.

Agent __________________________________________ M.P.

Essential terms of the agency agreement: subject and...

The essential terms of the agreement that formalize the agency relationship include:

1. Subject of the agency agreement

Based on the content of Art. 1005 of the Civil Code, the subject of agency is legal and other actions, the performance of which on behalf of the agent or principal is financed by the latter.

The courts have established that in order to recognize the condition on the subject as agreed upon, it is sufficient to stipulate the general powers of the agent. For example, an agreement was recognized as concluded with the subject expressed in the execution by the agent on his own behalf and at the expense of the principal of transfers and settlements for obligations to third parties (Resolution of the Federal Antimonopoly Service of the Far Eastern District dated December 7, 2010 No. F03-2352/2010).

The second important condition for agreeing on the subject is the presence of an indication of the person on whose behalf the actions will be carried out. If there is no direct indication in the document, you should study the correspondence and negotiations preceding the conclusion of the transaction, which may indicate agreement on this part of the subject (Article 431 of the Civil Code). The execution of a power of attorney may indicate the performance of actions on behalf of the principal.

When it is impossible to determine from the agreement, as well as the previous and subsequent actions of the counterparties, on whose behalf the contractor is acting, the agreement will not be recognized as concluded (Article 432 of the Civil Code). However, if both parties recognize its effect, for example, if the customer accepts the execution, then a dispute about the validity of the transaction should not arise.

2. Other conditions, the need for agreement of which was stated by at least one party.

To correctly conclude a new agency agreement or check an existing one for the most common risks and errors, we recommend using the Ready-made solution from ConsultanPlus. Get trial access to K+ for free and proceed to expert explanations.

Legal essence of the agency agreement

At its core, an agency agreement is closer to a service agreement, and its nature makes the subject of the agreement intermediary services. In paragraph 1 of Art. 1005 of the Civil Code of the Russian Federation states that an agent has the right to perform legal and other actions for his principal. This means that he can convince someone, check the readiness of something and the conditions for fulfilling various contracts, contact experts, analyze and disseminate information. In other words, act as if he were the principal, but without having his material interests. Moreover, his actions can be physical, but in such cases they are of an auxiliary nature. So, if a law firm has found some documents that require examination, its employees can deliver them to the principal. From this, the agent does not become a delivery service, but the action is performed by him as part of the execution of the same agency agreement.

The agent's behavior cannot be directed against the interests of the principal. For example, if under an agency agreement someone must sell an apartment, then he is obliged to set the average market price and strive to ensure that the sale and purchase transaction is completed in such a way that any discounts do not go beyond its limits. The very fact that the apartment will be sold at a price below the market price, if this happens, will be grounds to believe that the agent and the buyer have entered into a conspiracy and are committing an offense. If this is proven, the court may declare the transaction invalid on the basis of Art. 179 of the Civil Code of the Russian Federation. Clause 2 of this article will become relevant, which equates the concealment of certain circumstances to deception, and transactions made under the influence of deception are recognized by the courts as invalid.

The economic consequences of transactions relate only to the principal. Therefore, it is important to select only those agents whom the principals fully trust, and to enter into contracts with them correctly.

The legislation does not put forward any requirements for the preparation of agency agreements, therefore they are concluded according to the general rules governing all contractual relations in the Russian Federation. Obviously, the contract must stipulate the subject, subject and conditions, describe the duties and responsibilities of the parties, and ways to resolve disputes if they arise. The timing of its validity, which can be tied to the occurrence of some events, is also important. An important feature of an agency agreement is its continuing nature, compared to an assignment and a commission. It must be compiled in such a way that it is clear that it has time boundaries. For example, the formula “sell until you sell” indicates the presence of a clear time period. And the formula “try to sell, if it doesn’t work, then don’t sell” contains too vague indications of the nature of the relationship between persons and the responsibilities of the one who will sell not only to his actions, but also to the time at which the agreement will be relevant.

All this has a certain significance, since the form of the contract can be not only written, but also oral. But this does not mean that all people who were asked to do something, and did it in the interests of the person asking, acted as agents in the legal sense. The signs of an oral agreement of this type are compensation and clarity in indicating the nature of mediation and its goals.

The vast majority of agency agreements are in writing. Most often, the parties enter into agreements in such a way that they are permanent in nature and not related to the execution of one-time orders. For example, literary agents become intermediaries between writers and publishing houses, taking on responsibilities not only in managing the editing of works and their publication, but also in reaching bookstore shelves. They also organize meetings with readers and participation of writers in various conferences. And this can last forever as long as the writer and his agent are satisfied with everything.

The activities of some agents are specialized in nature and may affect public and state interests. In such cases, it is regulated by special legislation. It also indicates mandatory aspects that should be reflected in contracts. An example is the activity of a maritime agent, which is reflected in the Navigation Code.

Agency agreement between legal entities - sample

Understanding the essence of an agency agreement and its differences from related agreements increases the chances of completing the transaction correctly. However, in addition to the key elements, when concluding a contract, it is necessary to pay attention to certain nuances. For example, unless otherwise provided by agreement, then:

• the transaction price is taken to be the amount charged under comparable circumstances for performing similar legal and other actions (Articles 424 and 1006 of the Civil Code);
• payment is made within 7 days after the contractor provides a report on the actions taken (Article 1006 of the Civil Code);
• the agent is not obliged to refrain from similar legal relations with other principals, as well as from performing the same actions that form the subject of the agency agreement, in his own interests (Article 1007 of the Civil Code);
• the contractor submits reports as he fulfills his duties or after the agreement expires (Article 1008 of the Civil Code);
• the agent must, simultaneously with the report, provide evidence of expenses incurred in fulfilling his obligations (Article 1008 of the Civil Code);
• the contractor has the right to entrust the performance of his duties to a third party by concluding a subagency agreement (Article 1009 of the Civil Code).

Pay attention to these details! As an example, a completed sample agency agreement is available on our website. .

Agency agreement for the provision of services for the purchase and delivery of goods

An agreement for the provision of intermediary services is one of the types of a service agreement. All terms and conditions of the standard service agreement apply to it. The subject of the agreement is the performance by the Agent for a fee of any legal or other actions either on its own behalf or on behalf of the Customer.

A contract of intermediary services (or agency contract) is a paid contract; it can be concluded for a certain period or without specifying the period of its validity.

The agency agreement uses the following annexes:

range of goods; calendar plan; service list; description of the property. The agency agreement uses the following supporting documents:

agent's report; additional agreement; protocol of disagreements; Protocol for reconciliation of disagreements.

Nuances of an agency agreement

I would like to note that when concluding an agency agreement, it is necessary to pay attention to its difference from a supply agreement in order to prevent the possibility of recharacterizing such a transaction. To do this, agency relationships must be properly formalized: The agent must act at the expense of the principal. An instruction to an agent is given in the form of a written assignment with a detailed explanation of the instruction. For example, you cannot simply write “purchase of goods.” The task must be detailed. As a rule, the order is drawn up in separate documents (for a month or a specific batch of goods). Based on the results of the task or after a certain time, the agent is obliged to submit a report to the principal on the work done. The agent does not independently determine the price of the product. If he nevertheless establishes it, then this must be recorded in the contract. It is necessary to maintain correct accounting records of transactions under the agency agreement. In order to prevent controllers from reclassifying an agency agreement as a supply agreement, the relationship between the agent and the principal must be documented. Thus, partners should take care of the availability of the following papers: agency agreement; instructions; agent reports; invoices; payment documents; other documents with reference to the agreement. In addition, the agency agreement must be drawn up in such a way that the motivation of each party for its conclusion is clear. At the first stage, partners need to earn significant profits. This concept follows from the presumption of business purpose established by the legislator and the principle of economic unreasonableness that follows from it. And only after some time can companies afford to adjust the amounts of their income, explaining this, for example, by a change in the market situation. This is necessary so that inspectors cannot link the use of an agency agreement with tax savings.

Tripartite agency agreement or additional agreement?

If the parties decide to change or supplement the dispositive rules proposed by the Civil Code, then it is recommended to pay close attention to the development of new rules. As an example, let’s consider a situation where the parties to an agency agreement decided to involve a third party, a subagent, in the execution of the transaction. The circumstances of his involvement in legal relations can be fixed in a separate agreement between the agent and the additional contractor or in the main agreement, which will acquire the status of a tripartite one.

What you should pay attention to?

1. On the subject of agreement.

Within the framework of a trilateral transaction, it is determined according to general rules. If the agent and subagent enter into an additional agreement, then they must remember that its subject cannot be broader than the subject of the main agreement. Violation of this rule may entail recognition of the additional agreement as an independent transaction, the actions of which must be performed at the expense and in the interests of the agent.

2. The responsibility of the subagent.

As a general rule, the agent is responsible for the actions of the subagent to the principal (Article 1009 of the Civil Code). However, when concluding a tripartite agreement using the mandate model, the parties should remember that, guided by Art. 1011 and 976 of the Civil Code, the agent will not be responsible for the actions of the principal.