Carolyn Burbridge

This is a precedent operational level agreement (OLA) intended to be entered into between an outsourcing customer and multiple suppliers. OLAs are typically used in multi-sourcing arrangements (including SIAM) where a customer has outsourced a number of different service towers to specialist suppliers. The agreement describes the operational services that each supplier must perform and also includes a general obligation of cooperation.

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.

This Precedent is an agency agreement for use where a principal manufactures and/or sells 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 contracts on the principal’s behalf (where authorised). This is primarily a pro-principal Precedent, but drafting options for agents 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 products in a particular geographic territory, market sector or group of customers, and the principal is restricted from directly selling, or appointing another agent to sell, the products 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 includes considerations relating to The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516 effective from 1 June 2022, and associated CMA Guidance.

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 non-exclusive agent, which means that the principal does not give the agent exclusive rights over the sale of the goods in a particular geographic territory, market sector or group of customers and the principal retains the right to sell the goods directly in the agreed territory, market sector or group of customers and appoint other agents to do the same. This Precedent assumes the agent is a commercial agent under the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053. It also includes considerations relating to The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516 effective from 1 June 2022, and associated CMA Guidance.

This Precedent is an agency agreement for use where a principal manufactures and/or sells 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 contracts on the principal’s behalf (where authorised). This is primarily a pro-principal Precedent but drafting options for agents are also provided. In this Precedent, the principal appoints the agent as its non-exclusive agent, which means that the principal does not give the agent exclusive rights over the sale of the products in a particular geographic territory, market sector or group of customers, and the principal retains the right to sell products directly in the agreed territory, market sector or group of customers itself and appoint other agents to do the same. This Precedent assumes the agent is a commercial agent under the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053. It also includes considerations relating to The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516 effective from 1 June 2022, and associated CMA Guidance.

This Precedent is an agency agreement for use where the principal supplies services 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 principal gives the agent exclusive rights over the sale of the services in a particular geographic territory, market sector or group of customers. An exclusive agency appointment means that the principal is restricted from appointing another agent to sell the services in the territory and the principal cannot sell services directly in the agreed territory, subject to applicable competition laws. The agreement is prepared on the basis that the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 do not apply. It also includes considerations relating to The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516 and associated CMA Guidance.

This Precedent is an agency agreement for use where the principal supplies services 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-principal Precedent, but drafting options for agents are also provided. In this Precedent, the principal appoints the agent as its exclusive agent, which means that the principal gives the agent exclusive rights over the sale of the services in a particular geographic territory, market sector or group of customers. An exclusive agency appointment means that the principal is restricted from appointing another agent to sell the services in the territory and the principal cannot sell services directly in the agreed territory, subject to applicable competition laws. The agreement is prepared on the basis that the Commercial Agents (Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053 do not apply. It also includes considerations relating to The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516 and associated CMA Guidance.

This Precedent is an agency agreement for use where the principal supplies services 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 non-exclusive agent, which means that the principal does not give the agent exclusive rights over the sale of the services in a particular geographic territory, market sector or group of customers and the principal retains the right to sell the services directly in the agreed territory, market sector or group of customers and appoint other agents to do the same. The agreement is prepared on the basis that the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 do not apply. It also includes considerations relating to The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516 and associated CMA Guidance.

This Precedent is an agency agreement for use where the principal supplies services 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-principal Precedent, but drafting options for agents are also provided. In this Precedent the principal appoints the agent as its non-exclusive agent, which means that the principal does not give the agent exclusive rights over the sale of the services in a particular geographic territory, market sector or group of customers and the principal retains the right to sell the services directly in the agreed territory, market sector or group of customers and appoint other agents to do the same. The agreement is prepared on the basis that the Commercial Agents (Council Directive) Regulations 1993 (the Commercial Agents Regulations), SI 1993/3053, do not apply. It also includes considerations relating to The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516 and associated CMA Guidance.