In the INTERNATIONAL AGENT CONTRACT, one party (Principal) asks other party (Agent), either a person or a company to carry out the promotion of international trade transactions for a continuous period of time as an independent intermediary without assuming liability for those transactions.

1. INTERNATIONAL AGENT CONTRACT
1. Definition
2. Parties to the Contract
3. Main clauses
3.1 Exclusivity
3.2 Commitment not to compete
3.3 Obligation to inform
3.4 Agent’s Commission
3.5 Compensation for termination
4. Law applicable
5. Model Contract
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2. In this contract, one party (Principal) asks other party
(Agent), either a person or a company to carry out the
promotion of international trade transactions for a
continuous period of time as an independent intermediary
without assuming liability for those transactions.
The intermediary receives payment exclusively through
commission on transactions which are completed successfully,
and in some cases certain costs may be taken into account,
for example trips expenses or promotional activity.
1. DEFINITION
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3. The Principal is always a company but the Agent can be a company or a
person (independent professional). For each party, the following has to be
included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability company, etc.
• Name and position of company representative who signs the
agreement.
• Name, profession, full address and nationality of person who acts as
Agent.
• Tax ID number of both parties.
2. PARTIES TO THE CONTRACT
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4. Some of the most important clauses in the
International Agent Contract are as follows:
• Exclusivity
• Commitment not to compete
• Obligation to inform
• Agent’s Commission
• Compensation for termination
3. MAIN CLAUSES
See sample International Agent Contract
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5. “Throughout the term of the present Contract, the Principal shall not
grant sales rights for the Products within the Territory, to any third
party. Nevertheless, the Principal shall be entitled to negotiate directly,
without the Agent intermediating, with clients located in the Territory
on condition that the Principal informs the Agent of such agreements.”
“In such cases, the Agent shall be entitled to receive a reduced
commission as set out in the Annexes, unless the Principal has reserved
the right to negotiate exclusively with clients mentioned in the Annexes
of the present Contract.”
3.1 EXCLUSIVITY CLAUSE
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6. “Unless the Principal gives authorization to the contrary, the Agent shall
not manufacture, distribute or represent any type of product which may
compete directly with the Products. To this end, the Agent declares that
on the date of signing the present Contract, it acts as agent or distributor
for the organizations and products mentioned in the Annexes of the
present Contract.”
“The commitment not to compete shall be upheld throughout the term of
the Contract and for a further .......... [1, 2, 3] years after its completion.”
3.2 COMMINTMENT NOT TO COMPETE CLAUSE
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7. “The Agent shall keep the Principal duly informed as to market conditions,
the competition and the legislation pertinent to the commercialization of
the Products. Similarly, the Principal shall send the Agent a report every
........ [1, 2, 3] months regarding its activities and sales expectations.”
“The Principal shall provide the Agent with all the information necessary
regarding the Products (catalogs, technical specifications, user manuals, price
lists, etc.). Similarly, the Principal shall inform the Agent immediately of any
modification to prices, conditions of sale or payment.”
3.3 OBLIGATION TO INFORM CLAUSE
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8. “The Agent shall be entitled to a commission on Product sales
transactions carried out with clients located within the Territory,
throughout the term of the present Contract.”
Alternative A. “The amount of commission shall be ......... % on
the total value of sales.”
Alternative B. “The amount of commission shall be established
according to the volume of each sales transaction according to
the provisions of the Annexes of the present Contract.”
3.4 AGENT´S COMMISSION CLAUSE
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9. Alternative A. “The Agent shall not be entitled to compensation for
goodwill in case or termination of the present Contract. Nevertheless,
the Agent may claim damages where the termination of the present
Contract involves a serious breach of Contract by the Principal which
is not foreseen in the present Contract.”
Alternative B. “The Agent shall not be entitled to any compensation
for goodwill or similar should the present Contract be terminated,
except to the minimum extent that the governing law of this Contract
provides for compensation.”
3.5 COMPENSATION FOR TERMINATION CLAUSE
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10. The Parties shall exercises their best efforts to resolve
by negotiation any dispute, controversy o difference
between them arising out or relating to this Contract.
The parties are free to submit any conflicts regarding the
agreement to International Arbitration or to the Laws
of the country of one of the parties.
The conflicts will normally be subject to the Courts of
the country of the Principal and, specifically, to those of
the town/city where it has its registered offices.
4. LAW APPLICABLE
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11. In order to obtain the model contract in
Word format and the user guide, click on:
International Agent Contract
5. MODEL CONTRACT
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