This Precedent is an agency agreement for use where the principal supplies goods and authorises an agent to market and procure orders on behalf of the principal (subject to the principal’s acceptance), also referred to as a sales agency agreement or a sales and marketing agency agreement. An option is also provided where the agent will enter into sales and supply contracts on the principal’s behalf (where authorised). This is primarily a pro-agent Precedent, but drafting options for principals are also provided. In this Precedent, the principal appoints the agent as its exclusive agent, which means that the agent has exclusive rights over the sale of the goods in a particular geographic territory, market sector or group of customers, and the principal is restricted from selling, or appointing another agent to sell, the goods in the territory (subject to applicable competition laws). This Precedent assumes the agent is a commercial agent under the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053. It also considers The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022, SI 2022/516 (UK VABEO) effective from 1 June 2022, and associated CMA Guidance.