Virtually every company engaged in international trade makes use of agents and therefore must face the problem of drafting an international agency agreement. In the absence of internationally agreed legislation on commercial agency, the International Chamber of Commerce (ICC) drafted the ICC Model Contract Commercial Agency to address, among others, questions of sales through the Internet, indemnity, arbitration and the principles of law generally applicable to agency contracts (“lex mercatoria”). Concise and practical, the model meets the needs of both individuals and exporting companies as well as lawyers.
This model contract is not based on specific national laws. Instead it incorporates the prevailing practice in international trade as well as the principles recognised by the domestic laws on agency.
Each ICC Model Contract includes a fully editable version in Microsoft Word, permitting you to easily adapt the contract to your specific case.
This model contract is available in English, contact your local ICC to enquire about a translated version National committees - ICC - International Chamber of Commerce (iccwbo.org)
| Code ISBN : | 978-92-842-0684-1 |
| Number of pages : | 54 |
| Publishing date : | 2024 |
| Language : | English |
| Format in cm : | 21*29.7 |
Foreword..... 4
Introduction..... 7
1 A uniform model form for international trade..... 7
2 Scope of application..... 7
2.1 International agreements..... 7
2.2 Agent acting as reseller..... 8
2.3 Contracts with employed agents..... 8
2.4 Buying agents..... 8
2.5 “Service” agents..... 8
2.6 Consignment of the goods..... 8
2.7 Agency as primary activity..... 8
3 The applicable law..... 9
4 Antitrust rules and agency..... 9
5 Sales through the Internet..... 10
6 Provisions on indemnity..... 10
7 Sanctions and trade restrictions..... 11
8 Resolution of disputes: ADR, arbitration, national courts..... 11
8.1 Arbitration..... 11
8.2 Jurisdiction of national courts..... 12
8.3 ADR/Mediation..... 12
9 Precautions for use of the model form..... 12
Model Form of International Agency Contract..... 14
Annex I Products, Territory and Customers..... 24
Annex II Products and Principals represented by the Agent..... 25
Annex III Advertising and other marketing activities..... 26
Annex IV Guaranteed Minimum Target..... 27
Annex V Commissions..... 28
Annex VI Change of Control, Ownership and/or Management in the Agent-Company..... 30
Annex VII ICC Model Confidentiality Clause 2016..... 31
Appendix 1 EEC Directive 86/653..... 33
Appendix 2 ICC Anti-corruption Clause..... 39
Appendix 3 ICC Principles to Facilitate Commercial Negotiation..... 40
About the International Chamber of Commerce (ICC)..... 43
ICC Publications...... 44
Update of this model contract was prepared under the auspices of the ICC Commission on Commercial Law and Practice, and benefited from the active participation of Commission Chair Ercüment Erdem (Turkey); Valle Garcia de Novales (Spain); and Christoph Martin Radtke (France).
As always, the ICC national committees around the world were instrumental in circulating drafts of this contract to their trading communities for comment. ICC Secretariat direction was provided by ICC Director of Trade and Investment, Emily O’Connor (France).