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INTERNATIONAL COMMERCIAL AGENCY AGREEMENT TEMPLATE

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In the INTERNATIONAL COMMERCIAL AGENCY AGREEMENT TEMPLATE the agent receives payment exclusively through commission on transactions which are completed successfully.

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INTERNATIONAL COMMERCIAL AGENCY AGREEMENT TEMPLATE

  1. 1. INTERNATIONAL COMMERCIAL AGENCY Agreement 1. Definition 2. Parties to the Agreement 3. 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 termination 4. Law applicable 5. Model Agreement www.globalnegotiator.com
  2. 2. 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 www.globalnegotiator.com
  3. 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 Agreement www.globalnegotiator.com
  4. 4. Some of the most important clauses in the International Commercial Agency Agreement are as follows: • Exclusivity • Commitment not to compete • Obligation to inform • Agent’s Commission • Compensation for termination 3. MAIN CLAUSES AND SAMPLE See sample International Commercial Agency Agreement www.globalnegotiator.com
  5. 5. “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, 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 Agreement.” 3.1 EXCLUSIVITY CLAUSE See sample International Commercial Agency Agreement
  6. 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 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 See sample International Commercial Agency Agreement
  7. 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 See sample International Commercial Agency Agreement
  8. 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 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 See sample International Commercial Agency Agreement
  9. 9. Alternative A. “The Agent shall not be entitled to compensation for goodwill in case or termination of the present Agreement. Nevertheless, the Agent may claim damages where the termination 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 See sample International Commercial Agency Agreement
  10. 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 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. Theconflictswill normallybe subjectto theCourtsof thecountry of thePrincipaland,specifically,tothose of thetown/citywhereit hasits registeredoffices. 4. LAW APPLICABLE See sample International Commercial Agency Agreement
  11. 11. In order to obtain the model agreement in Word format and the user guide, click on: International Commercial Agency Agreement 5. MODEL Agreement www.globalnegotiator.com

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