No agency relationship

This clause explicitly states that the agreement between the parties does not create an agency relationship. Each party operates independently and does not have the authority to act on behalf of or bind the other party in any manner.

12 No agency relationship examples

  • Description
    7.         No Agency Relationship. This Agreement does not, and shall not be deemed to, make either party hereto the agent or legal representative of the other for any purpose whatsoever. Neither party shall have the right or authority to assume or create any obligations or responsibility whatsoever, express or implied, on behalf of or in the name of the other, or to bind the other in any respect whatsoever.
    Document
    Tabula Rasa HealthCare, Inc. (TRHC)
  • Description
    4. Consultant Status: DiMatteo is an independent contractor and neither DiMatteo nor any of his agents or other representatives shall be deemed or construed to be an employee, agent, partner, joint venture, or representative of, or in any other service relationship with, the Company.  No agency relationship is created or intended by this Agreement and DiMatteo has no authority to bind the Company to any agreement, promise, or undertaking or authority to enter into contracts or assume any obligations for or on behalf of the Company.  Other than as set forth herein, the manner in which DiMatteo services are rendered shall be within DiMatteo’s sole control and discretion.
    Document
    Lottery.com Inc. (LTRY, LTRYW)
  • Description
    10. No Agency Relationship. This Agreement does not, and shall not be deemed to, make either party hereto the agent or legal representative of the other for any purpose whatsoever. Neither party shall have the right or authority to assume or create any obligations or responsibility whatsoever, express or implied, on behalf of or in the name of the other, or to bind the other in any respect whatsoever.
    Document
    Propanc Biopharma, Inc. (PPCB, PPCBD)
  • Description
    11. No Agency Relationship. This Agreement does not, and shall not be deemed to, make either party hereto the agent or legal representative of the other for any purpose whatsoever. Neither party shall have the right or authority to assume or create any obligations or responsibility whatsoever, express or implied, on behalf of or in the name of the other, or to bind the other in any respect whatsoever.
    Document
    OPIANT PHARMACEUTICALS, INC. (OPNT)
  • Description
    10. No Agency Relationship. This Agreement does not, and shall not be deemed to, make either party hereto the agent or legal representative of the other for any purpose whatsoever. Neither party shall have the right or authority to assume or create any obligations or responsibility whatsoever, express or implied, on behalf of or in the name of the other, or to bind the other in any respect whatsoever.
    Document
    Propanc Biopharma, Inc. (PPCB)
  • Description
    8.5 No Agency Relationship: The parties to this Agreement are independent contracting parties and do not have the capacity or authority to assume or generate any obligations or responsibilities on behalf of the other party. This Agreement shall not be construed as creating or implying any partnership, agency, or joint venture relationship.
    Document
    Helport AI Ltd
  • Description
    10. No Agency Relationship Nothing herein contained shall be deemed to authorize or empower CCM to act as agent for the other party to this Agreement, or to conduct business in the name of, or for the account of the other party to this Agreement.
    Document
    ICON FUNDS
  • Description
    10. NO AGENCY RELATIONSHIP   Nothing herein contained shall be deemed to authorize or empower CCM to act as agent for the other party to this Agreement, or to conduct business in the name of, or for the account of the other party to this Agreement.
    Document
    SCM Trust
  • Description
    10. No Agency Relationship      Nothing herein contained shall be deemed to authorize or empower PFS to act as agent for the Trust, or to conduct business in the name of, or for the account of the Trust.
    Document
    WP Trust
  • Description
    11. No Agency Relationship   a. Nothing herein contained shall be deemed to authorize or empower CFS to act as agent for the Trust, or to conduct business in the name of, or for the account of the Trust.
    Document
    Collaborative Investment Series Trust
  • Description
    8.9            No Agency Relationship. This Agreement does not establish a general agency, employment relationship, partnership, or joint venture, and neither party may obligate the other except as expressly provided.
    Document
    Banyan Acquisition Corp (BYN, BYN-UN, BYN-WT)
  • Description
    15.  NO AGENCY RELATIONSHIP. This Agreement creates a licensor-licensee relationship between the parties. Nothing in this Agreement may be construed to establish a joint venture, agency, or partnership relationship between the parties.
    Document
    Rocky Mountain High Brands, Inc. (RMHB)

What is “No Agency Relationship”?

A “No Agency Relationship” clause is a provision in a contract that explicitly states that the parties involved do not intend to form an agency relationship. In legal terms, this means that neither party has the authority to act on behalf of the other party, nor to bind the other party in any manner.

When should I use “No Agency Relationship”?

You should use a “No Agency Relationship” clause in situations where you want to ensure that one party cannot represent the other. This is particularly important in:

  • Independent Contractor Agreements: To clarify that the contractor is not an employee or agent of the company.
  • Partnership Agreements: To specify that the partners do not have the authority to act on behalf of each other unless expressly agreed upon.
  • Vendor/Supplier Contracts: To affirm that the vendor does not have the authority to make decisions on behalf of the client.

How do I write a “No Agency Relationship” clause?

When drafting a “No Agency Relationship” clause, clarity and precision are critical. Here is a template to help you get started:

No Agency Relationship: Nothing contained in this Agreement shall be construed to create an agency, partnership, joint venture, or employer/employee relationship between the Parties. Neither Party has the authority to bind the other Party, to incur any liability on behalf of the other Party, or to direct the operation of the other Party.

Feel free to adjust the wording to fit the specific context and requirements of your contract.

Which contracts typically contain a “No Agency Relationship”?

The “No Agency Relationship” clause is commonly found in the following types of contracts:

  • Independent Contractor Agreements: To avoid misclassification of employees.
  • Service Agreements: To delineate the boundaries of the service provider’s authority.
  • Vendor Agreements: To prevent vendors from acting in the capacity of a representative.
  • Consulting Agreements: To clarify the consultant’s role and limit their authority.
  • Licensing Agreements: To ensure the licensee does not act as an agent of the licensor.

Including this clause serves to protect both parties by making clear that their relationship is strictly that of independent entities, with no fiduciary duty or implied authority emanating from one to the other.

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Ownership of proprietary information

The "Ownership of Proprietary Information" clause establishes that any proprietary information or intellectual property created, disclosed, or accessed during the course of the agreement remains the exclusive property of the originating party. This clause also typically includes provisions outlining how such information should be handled, protected, and used by the receiving party to prevent unauthorized disclosure or misuse.

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Ownership of work product

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