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Limited Agency Agreement for United Arab Emirates

Limited Agency Agreement Template for United Arab Emirates

A Limited Agency Agreement under UAE law is a specialized commercial contract that establishes a defined agency relationship between a principal (often a foreign company) and a UAE-based agent. The agreement is governed by UAE Federal Law No. 18 of 1981 (Commercial Agency Law) and its amendments, which provide specific protections and requirements for commercial agency relationships. This document outlines the scope, limitations, and terms of the agency relationship, including territorial restrictions, commission structures, duration, and termination provisions, while ensuring compliance with UAE's strict agency regulations.

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Limited Agency Agreement

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What is a Limited Agency Agreement?

The Limited Agency Agreement is a crucial document for businesses seeking to establish a controlled commercial presence in the UAE market through a local agent. This agreement type is specifically designed to comply with UAE Federal Law No. 18 of 1981 (Commercial Agency Law) and its amendments, while providing clear boundaries and limitations to the agency relationship. It's particularly useful when a principal wishes to appoint an agent for specific products, services, or territories within the UAE, without granting broader agency rights. The document typically includes detailed provisions on scope of authority, territorial limitations, commission structures, performance requirements, and termination conditions. A Limited Agency Agreement is essential for protecting both parties' interests while ensuring compliance with UAE's strict agency regulations, which provide significant protection to registered commercial agents.

What sections should be included in a Limited Agency Agreement?

1. Parties: Identification of Principal and Agent, including full legal names, addresses, and registration details

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the agency relationship

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

4. Appointment and Scope: Clear statement of agent's appointment, whether exclusive or non-exclusive, and precise scope of authority

5. Territory: Specific geographical area where the agent is authorized to act

6. Duration and Renewal: Term of the agreement, including start date and duration, plus any renewal provisions

7. Agent's Rights and Obligations: Detailed description of agent's responsibilities, reporting requirements, and performance standards

8. Principal's Rights and Obligations: Principal's commitments, support obligations, and responsibilities to the agent

9. Commission Structure: Details of commission rates, calculation methods, and payment terms

10. Intellectual Property: Usage rights and restrictions regarding principal's trademarks, logos, and other IP

11. Confidentiality: Provisions protecting confidential information of both parties

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

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. General Provisions: Standard clauses including notices, amendments, assignment, and entire agreement

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

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

2. Marketing and Promotion: Detailed marketing requirements and promotional activities, relevant for consumer-facing products

3. Training Requirements: Specific training obligations for agent's staff, important for technical products

4. Sub-Agents: Provisions regarding appointment of sub-agents, if permitted

5. Insurance: Insurance requirements for agent, particularly relevant for high-value products or services

6. Compliance with Anti-Corruption Laws: Detailed anti-corruption provisions, particularly important for international principals

7. Non-Competition: Restrictions on agent's ability to represent competing products

8. Force Majeure: Provisions for unforeseen circumstances preventing performance

What schedules should be included in a Limited Agency Agreement?

1. Schedule 1 - Products: Detailed list and specifications of products covered by the agency

2. Schedule 2 - Territory Details: Detailed description of geographical territory, including any excluded areas

3. Schedule 3 - Commission Structure: Detailed commission calculations, including any variations by product or customer type

4. Schedule 4 - Performance Criteria: Specific metrics and targets for evaluating agent's performance

5. Schedule 5 - Trademark Usage Guidelines: Specific rules for use of principal's trademarks and branding

6. Schedule 6 - Reporting Ƶ: Standard forms for regular reporting requirements

7. Appendix A - Required Authorizations: List of required licenses, permits, and registrations

8. Appendix B - Standard Operating Procedures: Detailed procedures for order processing, customer service, etc.

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions
























Clauses


































Relevant Industries

Retail

Consumer Goods

Industrial Products

Automotive

Technology

Healthcare and Pharmaceuticals

Fashion and Luxury Goods

Construction Materials

Food and Beverage

Electronics

Manufacturing

Professional Services

Telecommunications

Relevant Teams

Legal

Commercial

Business Development

Sales

Operations

Compliance

International Trade

Distribution

Corporate Affairs

Finance

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Director

Operations Manager

Country Manager

Regional Director

Compliance Officer

General Manager

Managing Director

Commercial Manager

Distribution 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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