1.
INTERNATIONAL COMMERCIAL AGENCY 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
Commercial Agency Contract are as follows:
• Exclusivity
• Commitment not to compete
• Obligation to inform
• Agent’s Commission
• Compensation for termination
3. MAIN CLAUSES AND SAMPLE
See sample of International Commercial Agency 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
See sample of International Commercial Agency Contract

6.
3.2 COMMITMENT NOT TO COMPETE
“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.”
See sample of International Commercial Agency Contract

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
See sample of International Commercial Agency Contract

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
See sample of International Commercial Agency Contract

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
See sample of International Commercial Agency Contract

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
See sample of International Commercial Agency Contract

11.
In order to obtain the model contract in Word format and
the user guide, click on:
International Commercial Agency Contract
5. MODEL CONTRACT
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