Agency agreement template (Uganda)
In brief
A precedent agency agreement defining an agent’s authority and the principal’s obligations.
When to use this
When appointing an agent to act on your behalf in dealings with third parties.
When a bespoke document is needed instead: For employment or distribution arrangements — use the appropriate document.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Title
AGENCY AGREEMENT
Date & parties
THIS AGREEMENT is made on [DATE]
BETWEEN [PRINCIPAL NAME], of [ADDRESS] (“the Principal”) AND [AGENT NAME], of [ADDRESS] (“the Agent”).
1. Appointment & territory
1.1 The Principal appoints the Agent [on a [sole/exclusive/non-exclusive] basis] to [scope — e.g. solicit orders / market the Principal’s [products]] in [TERRITORY].
2. Authority & its limits
2.1 The Agent’s authority is limited to [LIMITS — e.g. soliciting orders for the Principal to accept; the Agent may not conclude contracts / vary prices / receive payment without written authority].
3. Commission
3.1 The Agent earns commission of [RATE]% on [orders accepted / net sales in the Territory], payable [monthly] within [DAYS]; commission is [earned on acceptance / on the Principal being paid].
4. Agent’s duties
4.1 The Agent shall act in good faith and in the Principal’s best interests, use reasonable skill, account for sums received, follow the Principal’s lawful instructions, not exceed its authority, and avoid undisclosed conflicts.
5. Principal’s obligations
5.1 The Principal shall supply information and materials, deal with orders promptly, and pay commission when due.
6. Term & termination
6.1 The term is [TERM]; either Party may terminate on [NOTICE] notice or for material breach; on termination the Agent is paid commission earned to that date.
7. General
7.1 The Agent is not an employee. 7.2 Entire agreement; variation in writing; no waiver; severability; governed by the laws of Uganda; disputes resolved by negotiation and then the courts of Uganda.
Execution
Principal: ____________ Date: ________
Agent: ____________ Date: ________
Drafting notes
- Authority
- Define the Agent’s authority and its limits — the Principal is bound by acts within the Agent’s actual or apparent authority.
- Commission
- State the rate, the base, when commission is earned, and when it is paid.
- Duties
- Impose the Agent’s duties of good faith, to account, and to avoid conflicts.
- Exclusivity & term
- State whether the appointment is exclusive and the notice for termination.
Execution requirements
- Both parties sign.
- An agreement above the statutory value threshold must be in writing.
- Agency relationships and authority are governed by the Contracts Act’s agency provisions.
Governing law & citations
Governed by the Contracts Act, Cap. 284 (2023 Revision) (agency).
- Contracts Act, Cap. 284 (2023 Revision) — s.9; agency provisions.