This document outlines an international commercial agency agreement. It defines the parties as a principal who engages an agent to promote international trade transactions. Key clauses addressed include exclusivity, non-compete agreements, information sharing obligations, commission structures, and compensation for early termination. Disputes would typically be resolved through negotiation, arbitration, or the courts of the principal's home country. The full model agreement and user guide are available online for reference.

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
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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
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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 Agreement
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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
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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. “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. “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. “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. 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. 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. In order to obtain the model agreement in Word
format and the user guide, click on:
International Commercial Agency Agreement
5. MODEL Agreement
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