INTERNATIONAL COMMERCIAL AGENCY AGREEMENT SAMPLE

INTERNATIONAL COMMERCIAL AGENCY AGREEMENT

1. Definition2. Parties to the Agreement3. Main clauses and sample 3.1 Exclusivity 3.2 Commitment not to compete 3.3 Obligation to inform 3.4 Agent’s Commission 3.5 Compensation for termination4. Law applicable5. Model Agreement

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In this agreement, 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




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:

•Nameof company,fulladdressandnationality.

• Companytype:publiclimitedcompany,limitedliabilitycompany,etc.

• Nameandpositionof companyrepresentativewhosignsthe

agreement.

• Name,profession,fulladdressandnationalityof personwhoactsas

Agent.

• TaxIDnumberof bothparties.

2. PARTIES TO THE AGREEMENT




Some of the most important clauses in the International Commercial Agency Agreement are as follows:

• Exclusivity• Commitmentnottocompete• Obligationtoinform• Agent’sCommission• Compensationfortermination

3. MAIN CLAUSES AND SAMPLE

See sample International Commercial Agency Agreement


http://www.globalnegotiator.com/files/international-commercial-agency-contract-template-sample.pdf



“Throughout the term of the present Agreement, the Principal shall not

grant sales rights for the Products within the Territory, to any third party.

Nevertheless,thePrincipalshallbeentitledtonegotiatedirectly,withoutthe

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 Agreement.”

3.1 EXCLUSIVITY CLAUSE




“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 Agreement, it acts as agent or

distributor for the organizations and products mentioned in the Annexes

of the present Agreement.”

“The commitment not to compete shall be upheld throughout the

term of the Agreement and for a further .......... [1, 2, 3] years after its

completion.”

3.2 COMMINTMENT NOT TO COMPETE CLAUSE




“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




“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 Agreement.”

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 Agreement.”

3.4 AGENT´S COMMISSION CLAUSE




Alternative A. “The Agent shall not be entitled to compensation

for goodwill in case or termination of the present Agreement.

Nevertheless,theAgentmayclaimdamageswherethetermination

of the present Agreement involves a serious breach of Agreement

by the Principal which is not foreseen in the present Agreement.”

Alternative B. “The Agent shall not be entitled to any compensation

for goodwill or similar should the present Agreement be terminated,

except to the minimum extent that the governing law of this

Agreement provides for compensation.”

3.5 COMPENSATION FOR TERMINATION CLAUSE




The Parties shall exercises their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Agreement.

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




In order to obtain the model agreement in Word format and the user guide, click on:

International Commercial Agency Agreement

5. MODEL AGREEMENT


http://globalnegotiator.com/en/international-commercial-agency-agreement-sample-template



INTERNATIONAL COMMERCIAL AGENCY AGREEMENT SAMPLE

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