Getting an AI-drafted agency agreement checked

An agency agreement produced with an AI drafting tool appoints an agent to sell on commission and, following the models it was trained on, may provide that the agent has no right to compensation on termination, that commission stops when the agreement ends, and that either party may terminate on short notice. Where the agent is self-employed and the products are goods, the Commercial Agents (Council Directive) Regulations 1993 override each of those. I review the agreement against the Regulations and the relationship the principal intends, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Manufacturers, brands, importers and service businesses in England and Wales that have drafted an agency, sales representative or introducer agreement using an AI tool, and agents that have drafted their own terms the same way, and want the document checked and corrected before it is signed. The review is of the client's own document.

What the review checks in an AI-drafted agency agreement

Whether the Regulations apply

The Commercial Agents (Council Directive) Regulations 1993 cover self-employed intermediaries who have continuing authority to negotiate sales or purchases of goods for a principal, and leave out agents for services, distributors who buy and resell, employees, and agents whose agency activities are secondary. The review identifies which side of the line the arrangement falls, since an AI draft may describe a services agent in terms that suggest goods or a distributor in terms that suggest agency, and drafts the relationship accordingly, with the Regulations' consequences stated where they apply.

The rights the draft tries to exclude and cannot

Where the Regulations apply, the principal cannot contract out of the agent's right to minimum notice under regulation 15, to compensation or an indemnity on termination under regulation 17, or to commission on transactions concluded after termination that are mainly attributable to the agent's efforts under regulation 8, and a term excluding them is unenforceable to the agent's detriment. An AI draft may exclude all three. The review removes the exclusions and drafts provisions that comply, including the choice between indemnity and compensation, which the agreement can make.

Commission: rate, when it is due and the statements

The review checks the commission rate and the transactions it attaches to, the territory or customer group, and the timing: regulation 10 fixes when commission becomes due, by reference to the principal's execution of the transaction, and requires payment no later than the last day of the month following the quarter in which it became due, and regulation 12 entitles the agent to a commission statement and to the information it needs to verify it. An AI draft may defer commission until the customer pays or provide for monthly statements that omit the information, and the review corrects both.

Notice, termination and the indemnity or compensation

Regulation 15 sets minimum notice periods that lengthen over the first three years of the agency, and on termination the agent is entitled to compensation for the damage suffered as a result of the termination or, where the agreement so provides, to an indemnity, which is subject to a cap by reference to the agent's average annual remuneration. The review advises the principal on the choice, drafts it into the agreement, records that the agent must notify a claim within one year of termination, and states the circumstances in which no payment is due, the agent's own breach or the agent's termination without cause.

Restraint of trade and the agent's duties

Regulation 20 allows a post-termination restraint of trade only where it is in writing, confined to the agency's territory or customer group and its goods, and limited to the duration the regulation permits, and the review confines any non-compete in the AI draft to those limits. It also drafts the agent's duties under the Regulations, of loyalty and good faith and compliance with reasonable instructions, and the principal's reciprocal duties, and checks that the draft's confidentiality clause meets the standard of the Trade Secrets (Enforcement, etc.) Regulations 2018.

The principal's own protections and the boilerplate

The review drafts what protects the principal within the Regulations: the agent's authority limited to negotiation with no power to bind, the principal's freedom to accept or reject orders, exclusivity that the principal grants or withholds, the agent's obligations on pricing, marketing and reporting, the agent's handling of customer payments, which the Payment Services Regulations 2017 exclude from regulation for a commercial agent acting for one party, and the agent's obligation not to give bribes, which engages section 7 of the Bribery Act 2010. It replaces the US boilerplate with English law and jurisdiction, and provides for interest on late commission under the Late Payment of Commercial Debts (Interest) Act 1998.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted agreement says no compensation is payable when the agency ends. Is that valid?

Not where the Regulations apply: the agent's entitlement to an indemnity or compensation on termination cannot be excluded to its detriment. The review removes the exclusion, advises on the choice between indemnity and compensation, and drafts the provision that complies.

The agent sells our services, not goods. Do the Regulations apply?

Not to an agent for services, whose rights come only from the agreement. The review confirms the position, and drafts the notice, commission and restraint provisions on that basis, since without the Regulations the agreement is the agent's only protection and the principal's only constraint.

Can we stop paying commission on orders that come in after the agreement ends?

Not where the Regulations apply and the orders result mainly from the agent's work during the agency and arrive within a reasonable period after it ends. The review drafts the post-termination commission provision to reflect the Regulations and sets a reasonable period.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Consultancy and contractor agreements, £595
• Reviewing an agency agreement before you sign
• Getting an AI-drafted distribution agreement checked

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.