Specimen Agency Contract — Format, Key Provisions and Legal Framework 2026

What Is an Agency Contract?

An agency contract is an agreement between a principal (the person who authorizes) and an agent (the person authorized to act on behalf of the principal) establishing the terms of the agency relationship. Under Section 182 of the Indian Contract Act, 1872, an "agent" is a person employed to do any act for another or to represent another in dealings with third persons. The person for whom such act is done is called the "principal." Agency is one of the most common commercial relationships — manufacturers appoint selling agents, companies appoint distributors, exporters appoint overseas agents, and businesses appoint commission agents for various purposes.

Sections 182 to 238 of the Indian Contract Act, 1872 govern the law of agency — covering creation, duties, rights, sub-agency, termination, and liability of principal and agent. A well-drafted agency contract protects both parties by clearly defining: territory, scope of authority, commission structure, exclusivity, non-compete obligations, and termination conditions.

Specimen Agency Contract — Complete Format

[Illustrative format only — based on ICSI Drafting material and standard commercial practice]

AGENCY AGREEMENT

This Agreement is made on [Date] at [City]

BETWEEN:

M/s. [Principal Company Name], a company incorporated under the Companies Act, 2013, having its registered office at [Address] (hereinafter called the "Principal") of the First Part,

AND

Mr./Ms./M/s. [Agent Name], [Individual/Firm/Company] having office at [Address] (hereinafter called the "Agent") of the Second Part.

RECITALS

WHEREAS the Principal is engaged in the manufacture and sale of [Products — e.g., industrial chemicals, consumer electronics, textiles] and desires to appoint an agent for the promotion and sale of its products in the territory specified herein.

WHEREAS the Agent has the requisite experience, market knowledge, and infrastructure to effectively represent the Principal in the said territory and has agreed to act as the Agent on the terms and conditions set out below.

NOW THIS AGREEMENT WITNESSETH:

1. Appointment: The Principal hereby appoints the Agent as [sole/non-exclusive] selling agent for the Principal's products described in Schedule-A, in the territory of [City/State/Region] (hereinafter called the "Territory"), for a period of [2/3/5] years commencing from [Date].

2. Scope of Authority: The Agent is authorized to: (a) solicit orders for the Principal's products within the Territory, (b) display and demonstrate the products to potential customers, (c) negotiate prices within the range specified in the Principal's current price list, (d) collect payments on behalf of the Principal (if authorized). The Agent shall NOT: (a) make any warranty or representation not contained in the Principal's official documentation, (b) pledge the credit of the Principal, (c) enter into contracts binding the Principal without prior written approval, (d) sell products of competitors within the same product category.

3. Commission: The Agent shall receive a commission of [X]% of the net invoice value (excluding GST) of all products sold through the Agent's efforts within the Territory. Commission shall be calculated monthly and paid within [15/30] days of the end of each calendar month. The Agent shall maintain accurate records of all sales and remit to the Principal all collections (net of commission) on a weekly basis.

4. Minimum Performance: The Agent shall achieve minimum sales of Rs. [Amount] per [quarter/year] within the Territory. Failure to achieve the minimum for [2] consecutive [quarters/years] shall entitle the Principal to terminate this Agreement or convert the appointment from sole agency to non-exclusive agency.

5. Agent's Obligations: The Agent shall: (a) devote adequate time and effort to promote the Principal's products, (b) maintain a suitable office/showroom at the Agent's expense, (c) provide monthly sales reports to the Principal, (d) maintain stock of products as agreed (goods remain the Principal's property until sold), (e) insure all products in the Agent's custody against loss/damage, (f) comply with all applicable laws including GST registration and invoicing requirements.

6. Principal's Obligations: The Principal shall: (a) supply products to the Agent at the prices and terms specified in the current price list, (b) provide marketing materials, catalogues, and product training, (c) maintain product quality and honor warranties, (d) not appoint another agent in the Territory (if sole agency), (e) pay commission promptly as per Clause 3.

7. Non-Compete: During the term of this Agreement and for [1/2] years after termination, the Agent shall not directly or indirectly represent, sell, or promote products of any competitor of the Principal within the Territory. Note: Non-compete clauses in India are subject to Section 27 of the Indian Contract Act, which renders agreements in restraint of trade void. Post-termination non-compete clauses are generally unenforceable in India — however, during the term, non-compete is valid.

8. Confidentiality: The Agent shall keep confidential all trade secrets, customer lists, pricing strategies, and business information of the Principal, both during and after the term of this Agreement.

9. Termination: This Agreement may be terminated: (a) by either party giving [3/6] months' written notice, (b) immediately by the Principal if the Agent commits fraud, material breach, or becomes insolvent, (c) immediately by the Agent if the Principal fails to pay commission for [3] consecutive months, (d) on expiry of the term without renewal. Upon termination: the Agent shall return all products, materials, and confidential information, and the Principal shall pay all outstanding commission for sales completed before termination.

10. Indemnity: The Agent shall indemnify the Principal against all losses, claims, and liabilities arising from the Agent's unauthorized acts, negligence, or breach of this Agreement. The Principal shall indemnify the Agent against claims arising from product defects or the Principal's breach.

11. Governing Law and Disputes: This Agreement shall be governed by the laws of India, including the Indian Contract Act, 1872. Disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996, at [City].

Legal Framework — Sections 182-238 Indian Contract Act

Section 182 — Agent and Principal defined. Section 183 — any person who is of the age of majority can become an agent. Section 184 — consideration not necessary for agency creation. Section 185 — consideration not necessary to create agency. Section 186-188 — Agent's authority: express authority (specified in the contract), implied authority (necessary for conducting the authorized business), and apparent authority (as represented to third parties).

Section 211-218 — Agent's duties: conduct business according to principal's directions, carry out work with reasonable skill and diligence, render proper accounts, communicate with principal, not deal on own account, pay sums received.

Section 219-223 — Agent's rights: right to retain remuneration, lien on principal's property, right to indemnification for lawful acts, right to compensation for injury caused by principal's neglect.

Section 201-210 — Termination of agency: by principal revoking authority, by agent renouncing business, by completion of business, by death/insanity of principal/agent, by principal becoming insolvent. Section 202 — Irrevocable agency: agency coupled with interest cannot be revoked.

GST Implications

Agency commission is a supply of services under GST — the agent must charge 18% GST on commission income. If the agent supplies goods on behalf of the principal: this may be treated as a supply by the agent under Schedule I (supply between related persons or distinct persons) — requiring the agent to charge GST on the sale and claim ITC on purchases. Pure agents (who merely facilitate without taking title) may be excluded from the value of supply under Rule 33 of CGST Rules if specific conditions are met. The agency contract should clearly specify the GST treatment and invoicing responsibility.

Key Differences — Agent vs Distributor vs Franchise