1) This agreement establishes an agency relationship between a principal and an agent for the sale of the principal's products in a designated area. 2) The agent is authorized to negotiate and conclude sales agreements with customers on behalf of the principal and determine selling prices above the minimum set by the principal. 3) In exchange, the agent receives a commission percentage on completed sales and is responsible for advertising, promotion, and after-sales support for customers in the designated area.

1. Agency Agreement Template
Agency Agreement
in Poland
Author
Julita Mortka – Lawyer, M&A expert, corporate and contract consultant
info@consuldimo.com | www.consuldimo.com | skype : julitamortka
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Note
Please note that all templates prepared by us comply with Polish law.
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2. Agency Agreement Template
Agency Agreements
This Agreement (the “Agreement”) is made and entered into on …................... by and
between:
…............... [limited liability company] with its registered office in …...................., at
ul. …..................., entered in the register of businesses with KRS number …............. at
the District Court for …................... in …............ …........................ Commercial Division of the
National Court Register, NIP..................., share capital.....................
represented by …........................... – President of the Board,
hereinafter referred to as the “Principal”
and
…........................ (hereinafter called as “Agent”) with the registered office at
…............................
§1
1.1 The Principal entrusts the Agent to negotiate and conclude agreements with
customers to sell products owned by the Principal. List of products, hereinafter called the
Goods, is attached as Annex 1 to this Agreement.
1.2 Sale of Goods will be performed by the Agent on behalf of the Principal, who will
provide to the Agent a written power of attorney. The Agent will be authorized to perform
all activities related to the sale of goods, including determining the selling price, subject
to item 3 of this section and delivery. The authorization referred to constitutes Appendix
2 to this Agreement.
1.3 The minimum selling price for the Goods will be determined by the Principal. Agent
agrees not to sell Goods below a minimum price. Agent is authorized to increase the
selling price.
§2
2.1 Agent operates in a scope of______________, hereinafter referred to area of
activity.
2.2 The Principal agrees to a period during which this Agreement is binding not to enter
into any other agency contracts for the sale of the Goods in the area of activity and
states that at the date of signature of the Agreement, such contracts don't exist.
§3
3.1 Agent shall take any action that may increase the sale of Goods, in particular, is
committed to:
a) advertising and promotional activities of the Goods
b) oversee the implementation of agreements concluded with his partners, in particular
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3. Agency Agreement Template
monitoring the timeliness of payments made by trading partners for the purchased
Goods,
c) inform the Principal of known and obvious activities of companies offering products
that compete with the Goods.
§4
The Principal is obliged to provide the Agent with the free advertising and promotional
materials relating to the Goods. These materials will be presented to the Agent not less
frequently than once every two calendar months.
§5
5.1 Agent can not disclose any information about the Principal to trading partners. The
aforementioned does not apply to information which is publicly known, contained in the
promotional and advertising materials or information to be provided which was
authorized by the Principal.
5.2 During the term of this Agreement, Agent can not engage in any activities related to
advertising, promotion or sale of goods which are identical or similar to the Goods.
§6
Agent is obliged to inform the Principal of all contracts concluded by him with a third
party under which he should participate in the advertising, promotion or sale of goods or
services offered by them. The implementation of these agreements by the Agent in no
way prejudice the interests of the Principal or have a negative impact on the Agent meets
its obligations under this Agreement.
§7
Agent can not transfer the rights and obligations under this Agreement to third parties.
All the activities provided in the Agreement should only be performed by the Agent, with
the exception of advertising and promotional activities that may be entrusted to
specialized service providers in this area.
§8
The Principal issues Goods basing on written orders sent by the Agent. Transport costs
are covered by the Agent.
§9
From the time of transferring the Goods to the Agent he shall be fully liable for their
destruction, damage or loss. The Agent is obliged to store the Goods in a manner that
limits the risk of the above events occurring.
§10
10.1 Agent gets paid a commission fee of ______% of sales price for the Goods on the
basis of agreements concluded by the Agent.
10.2. Agent shall pass to the Principal the bank account number to which the commission
is to be paid within _____________ days of signing each contract.
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4. Agency Agreement Template
§11
11.1 This Agreement is concluded for an indefinite period with the possibility of its
termination by either Party upon _________ month's notice, effective at the end of the
calendar month. Denunciation shall be made in writing, to be valid.
11.2 The Principal is entitled to immediately terminate this Agreement in writing
without notice, if the Agent:
a) gives false information about the quantities and prices of Goods sold or
b) has committed a violation of § 5 and / or § 7 of this Agreement
11.3 The within ______ days from the termination of this Agreement, the Parties
mutually accountable, through the transfer to the Principal the amounts due to him from
the sale of goods and return of unsold goods, and pay the Agent commission as specified
in § 10 paragraph 1 of this Agreement.
11.4 On the date specified in § 11 paragraph 3 above the Agent shall provide the
Principal any promotional, advertising materials received from him.
§12
This Agreement rescinds all previously made arrangements between the Parties, both
written and verbal, which are in breach or contrary with its provisions.
§13
13.1 The Parties indicate the following addresses for communication:
a) for the Principal:,
b) for the Agent:
13.2 In the event of a change of address for communications then the Party
affected by this change shall be obliged to immediately inform the other Party in writing
of this fact.
§14
Each Party shall cover all its own costs incurred in connection with drawing up and
concluding this Agreement.
§15
All amendments and supplements to this Agreement should be made in writing or else
shall be null and void.
§16
The provisions of the Civil Code shall be applicable in issues not governed by this
Agreement.
§17
The Parties shall make every effort to amicably resolve any disputes arising in connection
with this Agreement. Any dispute which the parties can not amicably resolved
within ......... days from the date of their creation (ie from the date of notifying the other
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5. Agency Agreement Template
party of the opportunity to submit the dispute to a court) shall be submitted for decision
to the Court Arbitration at the Polish Chamber of Commerce in Warsaw within the rules
of this Court.
§18
This Agreement has been drawn up in two counterparts in a Polish language version and
two counterparts in an English language version, with one copy from each language
version for each Party. In the event of any discrepancies between the Polish and English
language versions then the binding version shall be the Polish version.
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6. Agency Agreement Template
SIGNATURE PAGE
IN WITNESS WHEREOF, Agent and Principal have caused this Agreement to be executed
by their respective representatives as of the Effective Date. The persons signing below
warrant that they are duly authorized to sign for, and on behalf of, the respective parties.
This Agreement has been executed in duplicate originals.
For Principal: For Agent:
Printed Name Printed Name
Date:
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