# COMMERCIAL AGENCY AGREEMENT
## 1. Appointment and warning
This fictional agreement is made on 15 July 2027 between Asterfield Instruments Limited, company number 09177420, of 9 Meridian Park, Cambridge CB4 2HY (the Principal), and Merebrook Sales Agency Limited, company number 12190844, of 27 King Street, Norwich NR1 1PD (the Agent). The Principal appoints the Agent to promote the laboratory temperature-monitoring products in Schedule 1 to business customers in the Territory. Business Day means a day other than Saturday, Sunday or an English bank holiday. This is an illustrative agreement, not legal advice. The parties must check whether the Commercial Agents (Council Directive) Regulations 1993 apply, including commission and termination compensation, and must obtain advice on competition, product safety, sanctions, bribery, data protection, insurance and tax.
The Agent is an independent commercial agent and not an employee, partner, distributor or franchisee. It has no authority to bind the Principal, vary a price, give a warranty, accept payment, settle a claim, make a representation about regulatory compliance, or sign a contract unless the Principal gives prior written authority. The Principal may accept or reject an order in its discretion; a customer order becomes binding only when the Principal confirms it in writing.
## 2. Products, territory and duties
The Products are Asterfield ThermoTrack T20 data loggers and ThermoTrack Gateway G4 units. The Territory is England, Wales and the Scottish Lowlands, defined as postcodes FK, G, EH, ML and TD. For this agreement, a Contract Year is each 12-month period beginning on 15 July and each anniversary of that date. The appointment is non-exclusive: the Principal may sell directly and appoint other agents, but it must account to the Agent for commission on an order that the Agent originated and that meets clause 5.
The Agent will use reasonable skill and care, make at least 12 qualified customer approaches each calendar month, attend agreed trade demonstrations, use only current approved literature, keep accurate opportunity records, and report material customer complaints within two Business Days. It must not target a customer where doing so would breach another agent's protected appointment, and it must not make an unapproved comparison with a competitor.
The Principal will provide current technical material, reasonable product training, stock and lead-time information, and a named contact, Sophie Grant, Commercial Director. The Principal decides credit, pricing, allocation, delivery, installation requirements, warranty remedies and whether to accept an order. The Agent must not promise a delivery date unless the Principal has confirmed it.
## 3. Compliance and information
Each party must comply with applicable law, including the Bribery Act 2010, UK sanctions, export controls, product-safety requirements, modern-slavery duties and data-protection law. The Agent must not offer a secret payment or benefit to a customer, public official or healthcare professional and must keep a register of hospitality. It must immediately report a suspected breach. The Principal may suspend an opportunity or terminate for serious compliance risk.
The Principal is controller of customer data it determines to collect; the Agent must process lead data only on documented instructions and under the data schedule. The Agent will use approved secure systems, restrict access to personnel who need it, report a personal-data incident within 24 hours of awareness, and delete or return data when instructed. It must not upload customer information to a public AI tool or sell it to another business.
## 4. Prices, orders and authority
The Principal's price list dated 15 July 2027 is £420 per T20 logger and £1,180 per G4 Gateway, excluding VAT, delivery and installation. Prices may change on 30 days' notice, but a quote already accepted by the Principal is protected for its stated validity period. The Agent must submit a complete order through the portal, including customer name, delivery site, quantity, price and any required regulatory information.
The Principal may reject an order for insufficient credit, unavailable stock, unlawful destination, a material customer risk, or a technical or compliance issue. The Principal contracts directly with the customer and invoices it. The Agent must not collect money, take title, hold itself out as the Principal, or use the Principal's trade marks except in approved materials. The Agent bears its own office and travel costs unless Sophie Grant approves a particular expense in writing.
## 5. Commission and calculation
Subject to the Agent not being in material breach, the Principal pays 8% of Net Sales for an accepted order that the Agent directly introduced in the Territory. Net Sales means the amount actually received by the Principal for Products, excluding VAT, delivery, installation, refunds, credits, insurance, interest and pass-through charges. If a customer buys two T20 loggers and one G4 Gateway at list price, Net Sales are (2 x £420) + £1,180 = £2,020 and commission is 8% x £2,020 = £161.60.
Commission is earned when the Principal receives the customer's cleared payment and is payable by the 20th day of the following month with a statement. A return, credit, cancellation, bad debt or customer refund reduces Net Sales and the next statement. If a credit of £202 later applies to the example order, revised Net Sales are £1,818 and revised commission is £145.44; the £16.16 difference may be set off against future commission. The Agent may not claim commission on an order it did not originate, a house account notified before its introduction, or an order outside the Territory.
An introduction is protected for six months after the Agent first records the customer and opportunity in the portal, provided the Principal does not reject the record within five Business Days. For an accepted introduction made before termination, commission remains payable on an order concluded during the protection period, subject to the Regulations if they apply. The Agent is not entitled to double commission from another agreement.
## 6. Records, audit and intellectual property
The Agent will keep opportunity, contact, expense, hospitality and commission records for six years and provide a monthly pipeline report by the fifth Business Day. Once in a Contract Year, the Principal may inspect relevant records on 10 Business Days' notice through a confidential accountant. If an underpayment exceeding 5% is found, the Principal pays the shortfall and the Agent pays the reasonable audit cost only if the shortfall resulted from its inaccurate statement.
All product names, drawings, manuals, images, software and trade marks remain the Principal's property. The Agent receives a revocable, non-exclusive right to use approved material solely to promote the Products in the Territory. It must stop use and return or delete material on request or termination. The Agent owns its pre-existing sales methods but must not register a confusingly similar mark or domain.
## 7. Warranties, indemnity and liability
The Principal warrants that it has authority to appoint the Agent. It does not warrant that a customer will purchase, that a target will be met, or that every Product is suitable for a use not stated in its Documentation. The Agent warrants that its information is accurate, it will not make unauthorised promises, and it has permission to share any material supplied to the Principal.
The Agent indemnifies the Principal for loss caused by its fraud, bribery, unauthorised warranty, unlawful marketing, misuse of personal data or deliberate breach. The Principal indemnifies the Agent for a third-party claim that approved material infringes a UK intellectual-property right, provided the Agent gives prompt notice and control of the defence. Neither party may settle a claim admitting the other's liability without consent.
Nothing limits liability for fraud, death or personal injury caused by negligence, or liability that cannot lawfully be limited. Subject to that, each party's aggregate liability in a Contract Year is capped at £120,000. Neither party is liable for indirect loss or lost profit to the extent lawful, but this does not limit commission, payment obligations or an indemnity expressly payable.
## 8. Termination and post-termination
The agreement starts on 15 July 2027 and continues for two years, then renews annually. Either party may terminate on 90 days' written notice, subject to any mandatory notice and compensation rights under the Regulations. Either party may terminate immediately for insolvency, serious compliance breach, fraud, or a material breach not remedied within 20 Business Days. Termination ends new introductions but does not erase accrued commission or a protected introduction.
Within five Business Days after termination the Agent must stop representing the Principal, remove trade-marked material, return confidential information, transfer opportunity records, and tell prospects that it no longer acts. It must not misuse customer data. For 12 months after termination, it must not solicit a customer it introduced for the purpose of selling a directly competing temperature-monitoring product, to the extent reasonably necessary to protect the Principal's goodwill and enforceable under applicable law. This restriction does not prevent general advertising or work for a non-competing product.
## 9. General and signatures
Notices must be in writing to contracts@asterfield.example.test and legal@merebrook.example.test. Email is deemed received before 17:00 on a Business Day if no failure message is received, otherwise at 09:00 on the next Business Day. The parties will escalate a dispute to Sophie Grant and Daniel Okoro, the Agent's managing director, for a meeting within ten Business Days, then mediate in Cambridge if both agree. The law of England and Wales applies and the courts of England and Wales have exclusive jurisdiction. No third party may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
Signed for Asterfield Instruments Limited by Sophie Grant, Commercial Director, on 15 July 2027:
Signature: ______________________________
Signed for Merebrook Sales Agency Limited by Daniel Okoro, Managing Director, on 15 July 2027:
Signature: ______________________________
Schedule 1 — Products: ThermoTrack T20 data logger, list price £420; ThermoTrack Gateway G4, list price £1,180. Approved sectors are food logistics, research laboratories and manufacturing sites. No medical, aviation or safety-critical claim may be made without written approval.
Schedule 2 — Commission statement example: two T20 units (£840) plus one G4 (£1,180) equals £2,020 Net Sales; 8% equals £161.60. If £202 is refunded, £1,818 remains and commission is £145.44.