Commercial agency agreements are the simplest and probably the most frequently used means for organizing the distribution of goods in a foreign country. Almost every company engaged in international trade has some agents abroad, which means that most exporters (whether large or small) must face the problem of drafting an international agency agreement.

In the International Agency Agreement, one party asks another party, either a person or a company to carry out the promotion of international trade transactions for a continuous period of time as an independent agent without assuming liability for those transactions. The agent 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.

To ensure an agreement that best suits your needs, we have listed a number of options for you to choose from according to who drafts the contract (Company or Agent), for certain specific aspects of the agreement (exclusivity, objectives, amounts to be paid and calculation of commissions, information, rescission, damages, etc.).

The contract also includes an optional clause on sales made through the Internet to clients established in the Territory of the Agent.

This model agreement has been based on the assumption that it should be governed not by a specific national law, but only by the clauses of the agreement itself and the principles of law, generally recognized in international trade as applicable to commercial agency agreements. Additionally, it complies with the UNIDROIT Principles of International Commercial Contracts and refers to European Commission Directive 86/653 about agency agreements.

1. Products and Territory
2. Functions of the Agent
3. Acceptance of Orders
4. Obligation to meet a minimum sales objective
5. Exclusivity
6. Sales Trough the Internet
7. Commitment not to compete
8. Obligation to inform the Principal
9. Obligation to inform the Agent
10. Confidentiality
11. Subagents
12. Prohibition of other Territories
13. Trade Marks, Brand names, logos and other industrial property rights
14. Technical support
15. After-sales service and maintenance
16. Advertising and publicity
17. Financial responsibility of the Agent
18. The Agent’s Commission
19. Reduced Commission

20. Margin of negotiation and discounts
21. Calculating commission
22. Currency of commission payment
23. Exchange rate applicable to commission
24. Date of payment of commission
25. Transactions with entitlement to commission
26. Commission for transactions after completion of contract
27. Sales expenses and travel costs
28. Taxation
29. Termination of contract
30. Compensation for termination
31. Term of contract
32. Return of samples and advertising material
33. Applicable law and competent jurisdiction
34. Amendments
35. Granting of rights to third parties
36. Language