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 a model contract on international commercial agency.This model contract is not based on specific national laws; insteadit incorporates the prevailing practice in international tradeas wellas

the principles ecognized by the domestic laws on agency.

ICC Model Commercial Agency Contract addresses questions of sales through the Internet, indemnity, arbitration and the principles of law generally applicable to agency contract (“lex mercatoria”). It also includes a CD-ROM presenting the text of the contract, whichmakes it even simpler to adapt the contract for your specific case.

Concise and practical, ICC Model Commercial Agency Contract meetsthe need of both individuals and companies as well as their lawyersoperating abroad.

The International Chamber of Commerce, the World Business Organization, based inParis, is the global leader in the development of standards, rules and reference guidesfor international trade.

ICC’s International Contracts SeriesICC Model Distributorship Contract • ICC Short Form Model Contracts ICC Model International Franchising Contract • ICC Model Mergers & Acquisitions Contract ICC Model International Sale Contract • ICC Model Commercial Agency Contract ICC Model Selective Distributorship Contract • ICC Model Confidentiality Agreement ICC Model Contract for Trademark Licensing • ICC Model for Technology Transfer ICC Legal Handbook for Global Sourcing Contracts

ICC Publication No. 644EISBN: 978-92-842-1313-1

ICC Business Bookstoreiccbooks.com

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ICC Model CommercialAgencyContract

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Second EditionReprinted October 2004 and June 2007

Copyright © 2002International Chamber of Commerce

All rights reserved. This collective work was initiated by ICC which holds all rights asdefined by the French Code of Intellectual Property. No part of this work may bereproduced or copied in any form or by any means - graphic, electronic, ormechanical, including photocopying, scanning, recording, taping, or informationretrieval systems - without written permission of ICC SERVICES, PublicationsDepartment, except by the purchaser of this ICC Publication No. 644, for his ownpersonal use. The software being part of the publication is subject to this provision.

ICC ServicesPublications Department38 Cours Albert 1er75008 ParisFrance

ICC Publication N°644 EISBN 978-92-842-1313-9

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INTRODUCTION

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FOREWORD

Commercial agency agreements are the simplest and probably most frequently usedmeans of organizing the distribution of goods in a foreign country.

Almost every company engaged in international trade has at least some agents abroad.Most exporters (whether large or small) must therefore face the problem of drafting aninternational agency contract.

To assist business people engaged in international trade (and the lawyers aiding them indrafting and negotiating contracts), ICC drew up the model contract on internationalcommercial agency in 1991. It was the first of a successful series of model contracts thatnow cover almost all types of agreements relating to distribution.

Ten years on, the model contract has been updated, taking account of recentdevelopments in the law of agency and also to ensure that the contract is in harmony withthe other ICC model contracts.

Revision of this model contract is the result of extensive work in the ICC Commisssion onCommercial Practice, and particularly by its Task Force on Agency and Distributorship,chaired by Professor Fabio Bortolotti (Italy) and by Professor Didier Ferrier (France).

The other members of the task force were Ercüment Erdem (Turkey), Klaus MeyerSwantée (The Netherlands) and Christoph M. Radtke (France).

Maria Livanos CattauiSecretary General 1996-2005International Chamber of Commerce

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THE ICC MODEL COMMERCIAL AGENCY CONTRACT

CONTENTS

FOREWORD 3

INTRODUCTION 7

1. A uniform model form for international trade 7

2. The applicable law 8

3. Antitrust Rules of the European community (Article 81 and Regulation 2790) 9

4. Sales through Internet 9

5. Provisions on indemnity 10

6. Resolution of disputes: ADR, Arbitration, national courts 11

6.1. Arbitration 11

6.2. Jurisdiction of national courts 11

6.3. ADR 12

7. Scope of application 12

7.1. International agreements 12

7.2. Contracts with employed agents 13

7.3. Buying agents 13

7.4. “Service” agents 13

7.5. Consignment of the goods 13

8. Precautions for use of the model form 14

MODEL FORM INTERNATIONAL AGENCY CONTRACT 15(ICC Commercial Agency Contract)

Annex I Products and Territory 29

Annex II Products and principals represented by the agent 30

Annex III Advertising, fairs and exhibitions 31

Annex IV Guaranteed minimum target 32

Annex V Del credere 33

Annex VI Commissions 34

Annex VII Change of control, ownership and/or management in theagent-company 36

APPENDICES 37

Appendix 1 EC Directive 86/653 37

Appendix 2 Unidroit Principles of International Commercial Contracts 45

Appendix 3 Indications on national laws on commercial agency 63

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