Agency Agreement in New Zealand: Template, Key Clauses and Local Law (2026)

An agency agreement in New Zealand appoints one party (the agent) to act for another (the principal), usually to find customers, make sales, or represent the principal in dealings with third parties. New Zealand has no dedicated commercial-agents statute. The relationship is governed by the common law of agency and contract, backed by general trading and consumer statutes, so the written agreement carries most of the weight. This guide explains the local framework, lists the clauses a New Zealand agency agreement should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified New Zealand lawyer before you sign. ## The law that governs agency in New Zealand Unlike the European Union and Ireland, New Zealand does not give commercial agents a statutory right to compensation or indemnity when the agreement ends. Agency rests on: - Common law of agency. Authority (actual or apparent), the agent's fiduciary duties, the duty to account, and the principal's duty to pay all come from case law. The contract defines and limits that authority.

• Contract and Commercial Law Act 2017. This Act consolidated much of New Zealand's general contract law (including rules on contractual mistakes, privity, and electronic transactions), so it governs how the agreement is formed and enforced.
• Fair Trading Act 1986. This prohibits misleading and deceptive conduct in trade. An agent representing a principal must not mislead customers, and the principal can be liable for an agent's misrepresentations.
• Commerce Act 1986. This governs anti-competitive conduct, which matters for exclusive territories and resale restrictions.
• Consumer Guarantees Act 1993. Where the agent deals with consumers, consumer guarantees can apply to the goods or services. Because there is no automatic end-of-contract payment, termination terms and any goodwill or commission tail must be set out expressly. ## Key clauses in a New Zealand agency agreement ### 1. Parties and recitals Name the principal and agent in full, with company numbers and registered addresses, and state the purpose of the appointment. ### 2. Appointment and scope of authority Define what the agent may do: solicit orders, negotiate, conclude contracts, or only introduce customers. State whether authority is exclusive, sole, or non-exclusive, and whether the agent may bind the principal. ### 3. Territory and products List the territory and the products or services covered, and whether online sales are included. ### 4. Duties of the agent Set standards: act in good faith and in the principal's interests, follow lawful instructions, keep records, not take secret profits, protect confidential information, and account for sums received. ### 5. Duties of the principal Cover supply of information and samples, support, and payment of commission. ### 6. Commission and payment State the rate, when commission is earned (on order, on delivery, or on payment), currency, payment timing, GST treatment, and how returns and bad debts are handled. Address any post-termination commission on orders in the pipeline. ### 7. Fair Trading Act compliance Require the agent to make only accurate representations and to follow the principal's approved claims, to manage Fair Trading Act risk. ### 8. Term and termination Set the term, notice period, and grounds for immediate termination (breach, insolvency). State what happens to pending orders and whether any payment follows termination, since none is automatic. ### 9. Confidentiality and intellectual property Confirm the principal keeps its brand and know-how, licensed to the agent only for the appointment, and add a confidentiality clause that survives termination. ### 10. Privacy If the agent handles personal information, add obligations that meet the Privacy Act 2020, including purpose limits and security. ### 11. Liability and indemnities Allocate risk for the agent's conduct and third-party claims. ### 12. Governing law and disputes State New Zealand law and a forum (courts or arbitration or mediation first). ## A simple clause skeleton 1. Parties and recitals

2. Definitions
3. Appointment and authority
4. Territory and products
5. Agent obligations
6. Principal obligations
7. Commission and payment
8. Fair Trading Act compliance
9. Confidentiality and intellectual property
10. Privacy
11. Term and termination
12. Consequences of termination
13. Liability and indemnities
14. Governing law and disputes
15. General provisions ## One workspace to draft, review and track the agreement Once signed, an agency agreement still needs managing: the current version has to be stored, renewal and notice dates tracked, and later changes (a new commission rate, an added territory) applied cleanly. Spread across email and folders, versions drift and dates get missed. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the current agency agreement, its structure, and its key dates all live in one place. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including New Zealand, is on the roadmap, so treat this page as general guidance and verify New Zealand specifics locally. You can see the product at Adira. ## Frequently asked questions