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Manufacturers Rep Agreement for the United Kingdom

Manufacturers Rep Agreement Template for England and Wales

A Manufacturer's Representative Agreement is a legally binding contract governed by English and Welsh law that establishes the terms under which an independent sales representative or agency will promote and sell a manufacturer's products. The agreement defines the territory, commission structure, performance expectations, and obligations of both parties. It includes crucial provisions for compliance with the Commercial Agents (Council Directive) Regulations 1993 and addresses termination rights and post-termination obligations.

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What is a Manufacturers Rep Agreement?

The Manufacturer's Rep Agreement is essential when a company wishes to expand its sales reach through independent representatives rather than employed salespeople. This document, governed by English and Welsh law, outlines the commercial relationship between manufacturer and representative, including territory rights, commission structures, performance targets, and termination provisions. It's particularly important for ensuring compliance with the Commercial Agents Regulations and protecting both parties' interests in the sales relationship.

What sections should be included in a Manufacturers Rep Agreement?

1. Parties: Identification of manufacturer and representative

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of representation and geographical coverage

5. Representative's Duties: Core obligations and responsibilities of the representative including reporting, marketing, and customer service

6. Manufacturer's Duties: Support, obligations and commitments to the representative including product information and marketing materials

7. Commission Structure: Payment terms, calculation methods, and timing of commission payments

8. Term and Termination: Duration of agreement, renewal terms, and termination provisions including notice periods

9. Intellectual Property: Protection and usage of trademarks, logos, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

What sections are optional to include in a Manufacturers Rep Agreement?

1. Non-Compete Provisions: Restrictions on representing competing products during and after the agreement term

2. Performance Targets: Specific sales or performance metrics required to maintain the relationship

3. Training Requirements: Obligations regarding product training and certification

4. Insurance Requirements: Specific insurance coverage requirements for the representative

5. Data Protection: Specific provisions for handling personal data under UK GDPR

What schedules should be included in a Manufacturers Rep Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Commission Structure: Detailed commission calculations, rates, and payment terms

3. Schedule 3 - Territory: Detailed description or map of geographical territory covered

4. Schedule 4 - Performance Metrics: Detailed KPIs, targets, and measurement criteria

5. Schedule 5 - Approved Sub-Representatives: List of approved sub-representatives if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Relevant legal definitions



































Clauses




































Industries

Commercial Agents (Council Directive) Regulations 1993: Core legislation implementing EU Directive 86/653/EEC, governing rights and obligations of commercial agents, including compensation/indemnity provisions upon termination

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, particularly regarding limitation of liability and reasonableness of terms

Consumer Rights Act 2015: Protects consumer rights and may be relevant if the manufacturer's products reach end consumers

Competition Act 1998: Regulates anti-competitive behavior and ensures fair market practices in business relationships

Employment Rights Act 1996: Crucial for proper classification of representatives as independent contractors versus employees

Agency Workers Regulations 2010: Governs the rights of agency workers and may impact the structuring of the representative relationship

UK GDPR and Data Protection Act 2018: Regulates the processing and handling of personal data in business relationships

Trade Marks Act 1994: Governs the use and protection of trademarks, crucial for brand representation

Copyright, Designs and Patents Act 1988: Protects intellectual property rights relevant to product designs and marketing materials

Bribery Act 2010: Sets out anti-bribery provisions that must be considered in representative arrangements

Export Control Act 2002: Regulates international trade and export controls, relevant if the agreement involves cross-border trade

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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