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International Agency Agreement
(Long form - Comprehensive)

Chapter 19 B. Forms and Documents

Note: The following forms and documents are prepared by the above under the laws and practice prevailing. Seldom is a model form or document directly suitable to a transaction without adaptation to the particularities and circumstances of the matter. Readers are invited to contact the contributors regarding any questions concerning the application of the forms and documents.

Model Form

This model form has been prepared according to the author's previously explained views. It would apply therefore to agency agreements within the intra-European Union trade. Furthermore, it refers to self-employed commercial agents (1) and to the sale of goods.

INTERNATIONAL AGENCY AGREEMENT

AN AGREEMENT made in ................................... on the ..... day of ....... 20.... Between .............................................................. having its registered office at .......................................................... (2) (hereinafter called "the Principal") and .................................................................... whose registered office is at/of (3) ................................... (hereinafter called "the Agent") it is agreed as follows:

Article 1 (OBJECT OF THE AGENCY)

The principal appoints the Agent to be its commercial agent to negotiate the sale of its products listed in Schedule A (hereinafter called "the Products") in ................... (hereinafter called "the Territory") subject to the terms and conditions hereinafter set out.

Article 2 (DURATION OF THE AGENCY)

This agreement is made for a definite period, commencing on ........... and expiring on ........... notwithstanding can be extended as stated in Law. (4)

Article 3 (OBLIGATIONS)

In performing its/his activities the Agent must look after the Principal's interests and act dutifully and in good faith. So must act the Principal in its relations with the Agent.

In particular, the Agent must:

(a) make proper efforts to promote the sale of the Products following the Principal's reasonable instructions and without recourse the Principal for any expense incurred unless it has been specifically authorized by the same in writing.

(b) bring to the notice of the Principal any information available to it/him that may be useful for the sale of the Products, particularly any one related to the solvency of customers having to conclude a transaction.

(c) receive claims from the customers and forward them to the Principal.

(d) send to the Principal within the fortnight following the end of each calendar month a report of stock held and sales made in the Territory during that month, together with a briefing of his activities in relation with the performance of this contract.

(e) keep separate books of account and records for the agency hereto.

The Principal must in the same way:

(a) obtain and give to the Agent the information needed for the performance of its/his obligations herein, specially giving the Agent notice of any anticipated fall in the volume of sales and of any acceptances, refusals or non-executions of transactions procured by the Agent as soon as it/they come/s to its notice.

(b) provide the Agent with all materials (such as price lists, catalogs, samples, etc.) necessary for the marketing of the Products and for carrying out its/his obligations under this agreement.

Article 4 (NON-TRANSFERABLE NATURE)

The Agent cannot assign this agreement or its/his rights hereunder or any part thereof, or carry out its/his activity with recourse to sub-agents without the Principal's authorization in writing.

Article 5 (REMUNERATION)

The Agent shall be entitled to a ..... per cent (5) commission on all sales of the Products concluded during this agency life to customers domiciled in the Territory, even if he/it was not involved in them.

He/It shall also be entitled to such commission on the sales concluded with customers belonging to the Territory within the ..... days (6) following termination of this contract if either their conclusion is mainly due to the efforts the Agent made during the agency period or the customers' orders had reached the Principal or the Agent before termination of the agency.

The Agent shall borne any expenses whatsoever that performance of his obligations under this contract may require.

The value of the sales for the purpose of calculating the commissions shall be the net price of the Products as stated in the relevant invoices.

Commissions shall become due either on the date the Principal performs or should have performed the relevant sale or on the date on which the customer does it, whichever is first, and shall be payable quarterly, that is to say, the last day of the calendar quarter, the total amount due within such quarter. (7)

Notwithstanding the former provision, the right to commission will be lost in case of non-fulfillment on the part of the customer, provided that the Principal gives evidence of it and he is not to blame. In case the Agent had already been paid the commission, he/it should refund it.

Article 6 (TERMINATION)

Either party may terminate this contract even if extended by written notice sent by registered mail with advice of delivery to the other. The period of notice shall be of one month for the first year following commencement of his agency, two months for the second year, three months for the third year and six months for the following years. (8) Such periods will be counted from the date of effective delivery of the notice.

Notwithstanding the above provision, any provision laid down by Law on immediate termination shall be applicable provided that...

(Excerpt)

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