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Commercial Agency Agreement for Malaysia

Commercial Agency Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes and regulates the relationship between a principal company and a commercial agent. The document outlines the agent's authority to promote and sell products or services on behalf of the principal within a specified territory, including commission structures, performance expectations, and compliance with Malaysian commercial regulations. It addresses key aspects such as territorial rights, exclusivity, intellectual property protection, and termination provisions while ensuring alignment with Malaysian contract law and business registration requirements.

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What is a Commercial Agency Agreement?

The Commercial Agency Agreement is essential for businesses seeking to expand their market presence in Malaysia through appointed representatives. This document is particularly relevant when a company (Principal) wishes to engage an independent agent to promote and sell their products or services in specific Malaysian territories without establishing their own direct sales force. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950 and Registration of Businesses Act 1956. It typically includes detailed provisions on territory rights, commission structures, performance targets, and termination conditions. This type of agreement is distinct from employment contracts and distributor agreements, focusing specifically on the agent's role as an independent commercial representative.

What sections should be included in a Commercial Agency Agreement?

1. Parties: Identification of the Principal and Agent with full legal names and registered addresses

2. Background: Context of the agreement, brief description of the Principal's business and intention to appoint the Agent

3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Territory', 'Products', 'Commission', etc.

4. Appointment and Scope: Terms of the Agent's appointment, whether exclusive or non-exclusive, and the defined territory

5. Term and Duration: Initial term of the agreement and any renewal provisions

6. Agent's Rights and Obligations: Detailed responsibilities including promotion, reporting, and compliance requirements

7. Principal's Rights and Obligations: Principal's commitments including product supply, support, and information provision

8. Commission Structure: Calculation method, payment terms, and conditions for commission

9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP during the agency

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

12. Termination: Grounds for termination, notice requirements, and consequences

13. Post-Termination: Obligations and rights after agreement termination

14. General Provisions: Standard clauses including notices, entire agreement, governing law, etc.

What sections are optional to include in a Commercial Agency Agreement?

1. Performance Targets: Specific sales or performance targets, used when the Principal wants to set measurable objectives

2. Training and Support: Details of training provided by Principal, included when significant product knowledge is required

3. Sub-Agents: Rights and conditions for appointing sub-agents, included when sub-agents may be needed

4. Insurance: Insurance requirements for the Agent, included for high-value or high-risk products

5. Data Protection: Specific provisions for handling personal data, required if dealing with consumer data

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in international agreements

7. Marketing and Advertising: Specific requirements for promotional activities, included when marketing is a key component

What schedules should be included in a Commercial Agency Agreement?

1. Schedule 1 - Territory Definition: Detailed description of the geographical area covered by the agreement

2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the agency

3. Schedule 3 - Commission Structure: Detailed commission calculations, rates, and payment terms

4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics if applicable

5. Schedule 5 - Trademark Usage Guidelines: Rules for using Principal's trademarks and branding

6. Appendix A - Reporting Templates: Standard forms for regular reporting requirements

7. Appendix B - Operating Procedures: Detailed procedures for order processing and customer handling

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

Malaysia

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions

























Clauses





































Relevant Industries

Manufacturing

Consumer Goods

Industrial Products

Technology

Pharmaceuticals

Automotive

Construction Materials

Electronics

Telecommunications

Food and Beverage

Textiles

Chemical Products

Agricultural Products

Medical Devices

Relevant Teams

Legal

Sales

Commercial

Business Development

Compliance

Operations

Finance

Marketing

International Business

Contract Administration

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contracts Manager

Regional Sales Manager

Channel Manager

Chief Commercial Officer

Compliance Officer

Operations Director

Managing Director

Sales Operations Manager

Agency Relations Manager

Territory Manager

Industries








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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