Broker Agreement Template (UK)
Updated on 22 August 2026
A broker agreement engages an intermediary to find and introduce business — customers, suppliers, counterparties, deals — in return for commission on what closes. The commercial idea is simple. Everything difficult is in the detail: what counts as an introduction, when commission is actually earned, how long the broker keeps earning after the introduction, and what the broker is allowed to say and do on the way.
In the UK there is one question you have to answer before anything else: is this person a broker or a commercial agent? If they are a commercial agent, the Commercial Agents (Council Directive) Regulations 1993 apply, and they bring rights the parties cannot contract out of — including compensation or an indemnity when the relationship ends. If they are an introducer paid per closed deal, acting in their own name, the Regulations normally do not apply and the contract governs. Getting that wrong is the single most expensive mistake in this area, so this template addresses it head-on and cross-links our commercial agency document.
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Broker Agreement
This Agreement is made on between (company number ) of (the “Company”), whose business is , and of (the “Broker”).
1. Appointment and Status
The Company appoints the Broker to identify and introduce potential customers, suppliers or counterparties for the business described below. The Broker acts as an independent contractor in its own name. It has no authority to negotiate in the Company's name, to make representations or warranties for the Company, or to enter into any commitment binding the Company, and shall not hold itself out as able to do so.
The parties record their intention that the Broker is an introducer and not a commercial agent: the Broker has no continuing authority to negotiate the sale or purchase of goods on the Company's behalf or to conclude transactions in the Company's name, and the Commercial Agents (Council Directive) Regulations 1993 are not intended to apply. Each party has considered that question on the facts of this arrangement.
The appointment is non-exclusive. The Company may appoint other brokers and pursue opportunities directly, subject to the non-circumvention clause below.
2. Scope
- Business to be introduced:
- Territory or market:
This Agreement does not cover, and the Broker shall not carry on, any activity that is a regulated activity under the Financial Services and Markets Act 2000 — including arranging deals in investments, insurance distribution, credit broking and mortgage introductions — unless the Broker is authorised or exempt for that activity and has told the Company so in writing. No commission is payable for any such activity. Introductions concerning the sale or purchase of land may engage estate agency legislation and are outside scope unless the parties have agreed otherwise in writing.
3. Authorisations and Permissions
The Broker holds the following authorisations, registrations and licences: . The Broker confirms that it holds every permission its activity under this Agreement requires, that it will maintain them, and that it will tell the Company immediately if any is varied, suspended, withdrawn or placed under investigation. The Broker is responsible for its own regulatory compliance.
4. Registering an Introduction
An introduction counts under this Agreement only if registered as follows: , to . A registration shall name the party introduced, the contact person and the opportunity. The Company shall acknowledge each registration and shall say promptly if the party is already a customer, already in discussion, or already registered by another broker. Where two brokers register the same party, the earlier registered and acknowledged introduction takes priority.
5. Commission
- Commission rate:
- %
- Calculated on:
- Fixed fee, where used:
- Earned when:
- Paid within:
- days of being earned
- VAT:
Commission is payable only on a transaction between the Company and a party whose introduction was registered under this Agreement. Nothing is payable on a transaction that does not complete, on amounts credited, refunded or written off as bad debt, or on VAT, carriage and insurance charges unless the commission base includes them. The Company shall provide a statement with each payment showing the transactions and the calculation; the Broker may query a statement within 60 days.
Commission also applies to further orders placed by an introduced customer within months of that customer's first completed transaction, on the same basis.
6. Tail Period
If this Agreement ends, commission remains payable on transactions completed within months afterwards with a party whose introduction had been registered and acknowledged before the end date. Nothing is payable for parties introduced after the end date, and the tail does not extend the repeat-business period.
7. Conduct, Conflicts and Anti-bribery
- The Broker shall comply with the Bribery Act 2010 and shall not offer, promise, give, request or accept any improper payment or advantage in connection with this Agreement.
- The Broker confirms that it is not a public official, is not owned or controlled by one, and has no relationship with a public official or with a customer's decision-maker that it has not disclosed in writing.
- The Broker shall disclose any conflict of interest, including any commission or benefit received from the other side of a transaction, before making the introduction.
- The Broker shall keep records of the work done to earn each commission and make them available to the Company on reasonable request.
- The Broker shall not make misleading statements about the Company, its products or its capabilities, and shall use the Company's name and marks only to identify the Company accurately when making an introduction.
- Breach of this clause entitles the Company to terminate immediately and to withhold unpaid commission relating to the affected transaction.
8. Non-circumvention
The Company shall not structure or route a transaction so as to avoid commission that would otherwise be payable on a registered introduction, including by dealing through a group company or a nominee. The Broker shall not approach a party the Company has told it is already a customer or already registered to another broker.
9. Confidentiality and Data Protection
Each party shall keep the other's non-public information confidential, use it only for this Agreement, and continue to do so for months afterwards. Contact details and other personal data exchanged for an introduction shall be used only for that purpose, kept securely and in accordance with UK data protection law, and deleted or returned on request after termination, except where a record must be kept to comply with law or to support a commission claim.
10. Tax
Commission is stated gross of the Broker's own tax and National Insurance. The Broker is not an employee or worker of the Company and no deductions are made. VAT is dealt with as stated above, and the Broker shall provide a valid VAT invoice where VAT is charged.
11. Term and Termination
This Agreement begins on the date above, runs for months and continues afterwards until terminated. Either party may terminate on days' written notice. Either party may terminate immediately if the other commits a material breach and fails to remedy it within days of written notice, becomes insolvent, or breaches the authorisation or anti-bribery obligations above.
On termination the Broker shall stop making introductions and holding itself out as connected with the Company, and shall return or delete the Company's confidential information. The commission, tail, confidentiality, data protection and anti-bribery provisions survive.
12. Liability
Neither party is liable for indirect or consequential loss or for loss of profit. Each party's total liability is limited to . That limit does not apply to unpaid commission properly due, to a breach of the anti-bribery or confidentiality provisions, or to fraud, and does not limit liability that cannot be limited by law.
13. General and Governing Law
- This Agreement is the entire agreement on its subject matter.
- Variations must be in writing and signed by both parties.
- The Broker may not assign or subcontract without the Company's written consent.
- Nothing in this Agreement creates a partnership, joint venture, employment or agency beyond the limited introducer role described.
- No third party may enforce this Agreement.
- Notices go to the addresses above or to an email address confirmed in writing.
This Agreement is governed by the law of and the parties submit to the exclusive jurisdiction of its courts.
For the Company
Date signed:
For the Broker
Date signed:
Broker or commercial agent? The Regulations decide, not the label
The 1993 Regulations apply to a self-employed intermediary with continuing authority to negotiate the sale or purchase of goods on behalf of a principal, or to negotiate and conclude such transactions in the principal's name. Three limbs matter. "Continuing authority" excludes a one-off introducer. "Goods" excludes pure services agencies. And acting in the principal's name distinguishes an agent from an intermediary trading in its own name.
Why it matters commercially: an agent within the Regulations can claim compensation or an indemnity on termination, an indemnity being capped at one year's remuneration calculated on the average of the preceding years, and the claim must be notified within one year of termination or it is lost. Those are meaningful sums that no contractual clause can waive. This template is drafted as a brokerage — introductions only, own name, no authority to bind — and says so expressly, so the characterisation question has an answer on the face of the document.
Authorisation: FSMA is the trap for financial introductions
Broking insurance, mortgages, credit and investments are regulated activities. Under the Financial Services and Markets Act 2000 a person must not carry on a regulated activity in the UK unless authorised or exempt, and arranging deals in investments and insurance distribution both fall within the regulated perimeter. Even introducing can require permission depending on what the introducer actually does, and appointed-representative arrangements exist precisely because of that.
The consequences are not academic: agreements made in the course of unauthorised regulated activity can be unenforceable against the customer, and the general prohibition carries criminal penalties. This template therefore excludes regulated financial activity from scope unless the broker is authorised, requires the broker to state its FCA firm reference number where relevant, and requires immediate notice if its permission changes. Estate agency introductions have their own regime under the Estate Agents Act 1979 and are flagged in the same clause.
The Bribery Act makes anti-bribery terms a business necessity
Success fees paid to intermediaries who open doors are the classic bribery risk pattern, and the Bribery Act 2010 gives a commercial organisation a specific offence: failing to prevent bribery by a person performing services on its behalf. The defence is having adequate procedures in place — which is precisely what contractual terms plus some diligence on the introducer are evidence of.
So the anti-bribery clause here is not filler. It takes a representation that the broker is not a public official and has no undisclosed connection with one, requires conflicts to be disclosed before an introduction rather than after, requires records of the work actually done for each commission, and makes breach an immediate termination event with forfeiture of unpaid commission.
Commission mechanics: registration, trigger and tail
Three clauses decide every commission dispute. An introduction must be registered in writing and acknowledged, so there is a record of who brought whom — without that, the non-circumvention clause is unenforceable in practice. Commission should normally be earned when the principal has actually been paid, so an introduction that becomes a bad debt does not create a liability. And the tail — the period after termination during which a registered introduction still earns — needs a number, because "a reasonable period" is not a term anyone can apply.
This template also asks the question templates usually skip: does commission apply to the introduced customer's later orders, and for how long? The gap between a broker expecting an annuity and a principal expecting a one-off fee is the most common reason these relationships end badly.
Clause-by-clause guide
- Appointment and status
- Appoints the broker as an introducer acting in its own name with no authority to bind — the characterisation clause.
- Not a commercial agency
- States that the broker has no continuing authority to negotiate in the principal's name, and cross-refers to the 1993 Regulations.
- Scope and exclusions
- What will be introduced, and the exclusion of regulated financial and estate agency activity unless the broker is authorised.
- Registering an introduction
- Written notification and acknowledgement, with first-registered priority where two brokers claim the same party.
- Commission and trigger
- Rate, basis and the point at which commission is earned — normally on the principal being paid.
- Repeat business
- Whether later orders from an introduced customer earn commission, and for how long.
- Tail period
- A defined number of months after termination during which registered introductions still earn.
- Authorisation and permissions
- FCA authorisation where relevant, other licences, and notice if any permission lapses.
- Anti-bribery and conflicts
- Bribery Act terms, public-official representation, conflict disclosure and record-keeping.
- Non-circumvention
- Stops the principal routing round the broker to avoid commission on a registered introduction.
- Confidentiality and data protection
- Commercial information plus the personal data inherent in passing contacts.
- Tax and VAT
- Commission is gross of the broker's own tax, with VAT dealt with expressly.
- Term and termination
- Notice period, termination for material breach with a cure period, and immediate termination for authorisation or bribery breaches.
- Liability
- A cap tied to commission, with carve-outs for unpaid commission, bribery, confidentiality and fraud.
UK compliance checklist
Work out whether the Commercial Agents Regulations apply
They cover a self-employed intermediary with continuing authority to negotiate the sale or purchase of goods for a principal. Where they apply, termination compensation or an indemnity cannot be excluded, and the agent must notify a claim within a year of termination.
Commercial Agents (Council Directive) Regulations 1993Do not carry on regulated activity without permission
A person must not carry on a regulated activity in the UK unless authorised or exempt. Arranging deals in investments and insurance distribution are within the perimeter, and introducing can be too depending on what is actually done.
Financial Services and Markets Act 2000, s.19Check the broker on the Financial Services Register
Where financial introductions are in scope, verify the firm's permissions and status rather than relying on a statement in the contract.
FCA Financial Services RegisterPut anti-bribery procedures in place, not just a clause
A commercial organisation can commit an offence of failing to prevent bribery by an associated person, with adequate procedures as the defence. Contract terms plus proportionate diligence on the introducer are part of those procedures.
Bribery Act 2010, s.7Check the Estate Agents Act if property introductions are involved
Introducing buyers and sellers of land engages estate agency legislation and its disclosure and client-money rules. Confirm the position before treating a property introducer as an ordinary broker.
Deal with VAT expressly
State whether commission is inclusive or exclusive of VAT and what happens if the broker's VAT status changes. Silence is a common source of invoicing disputes.
Handle the personal data in an introduction
Introducing a business means passing individuals' contact details. Say who holds them, for what purpose, and what happens to them on termination.
Give the tail a number
A tail period with no stated length is the most common commission dispute of all. Set a figure and tie it to introductions registered in writing.
How to complete this agreement
- Confirm this is a brokerage. Check that the intermediary will introduce only, act in its own name and have no authority to bind you. If not, use a commercial agency agreement instead.
- Set the appointment and scope. Enter the parties, whether the appointment is exclusive, the market, and what will be introduced.
- Deal with authorisation. Record any FCA firm reference number or other licence, and keep the exclusion for regulated activity if the broker is not authorised.
- Set the commission mechanics. Enter the rate, the basis, the trigger, the payment days, the repeat-business position and the tail in months.
- Set term, notice and cure. Enter the initial term, the notice period and the cure period for a material breach.
- Review and sign. Check the commission trigger and tail say what you intended, then download and sign.
Frequently asked questions
How do I know whether my introducer is a commercial agent?
Look at three things: whether they have continuing authority rather than a one-off role, whether the subject matter is goods rather than services, and whether they negotiate in your name rather than their own. If all three point the same way, the Commercial Agents Regulations 1993 are likely to apply and bring termination compensation or an indemnity that cannot be contracted out of. This template is drafted as a brokerage and says so, but the substance of the relationship is what counts.
What does a commercial agent get on termination that a broker does not?
Broadly, either compensation or an indemnity. Where an indemnity applies it is capped at one year's remuneration calculated on the average of the preceding years, and the agent must tell the principal within a year of termination that they intend to claim or the entitlement is lost. Those figures are why the characterisation question is worth taking seriously before you sign, not after.
When is commission earned?
Whenever the contract says — and the safest trigger for the paying party is when it has actually received payment from the introduced customer, so an introduction that becomes a bad debt does not generate a commission liability. This template uses that trigger by default and pays a stated number of days afterwards, with a statement showing how each payment was calculated.
Can I pay an introducer for bringing in investors?
Not without checking authorisation. Arranging deals in investments is a regulated activity, and carrying it on without permission or an exemption is prohibited and can make agreements unenforceable against the customer. This template excludes regulated financial activity from scope unless the broker is authorised, and asks for the firm reference number so you can verify it on the FCA register.
Why does an introducer agreement need Bribery Act terms?
Because a commercial organisation can commit an offence of failing to prevent bribery by someone performing services on its behalf, and adequate procedures are the defence. Contract terms, a representation about public-official connections, a conflicts-disclosure duty and records of what the broker actually did are the evidence that you had those procedures rather than just hoping.
What is a tail period and how long should it be?
It is the period after the agreement ends during which a transaction with a previously introduced party still earns commission, and it exists because deals take longer to close than agreements last. Six to twelve months suits most straightforward introductions and longer suits complex transactions. What matters is that it is a number tied to introductions that were registered in writing.
What stops a client going round the broker?
The non-circumvention clause, backed by the introduction register. If an introduction was registered and acknowledged, a transaction with that party in the term or the tail earns commission whether or not it went through the broker. Without the register, non-circumvention is very hard to enforce, which is why the registration step is in the document rather than left to email habit.
Is commission payable on repeat orders?
Only if the contract says so. This template makes it an explicit choice with a duration, because the assumption gap — the broker expecting recurring income, the principal expecting a one-off fee — is the most common reason these arrangements end in an argument.
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Disclaimer
This template and guide are general information about UK practice, not legal, financial-services, tax or regulatory advice, and nobody has reviewed your arrangement. Whether the Commercial Agents Regulations or the financial services perimeter apply depends on the facts; take advice before signing.
