ICC Model Commercial Agency Contract

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) first drafted this model contract on international commercial agency in 1991.
Updated in 2015 to take into account recent developments in the law of agency, this model contract is not based on specific national laws; instead it incorporates the prevailing practice in international trade as well as the principles recognized by the domestic laws on agency.

This Model Contract addresses questions of sales through the Internet, indemnity, arbitration and the principles of law generally applicable to agency contract (“lex mercatoria”).

It includes a USB key presenting the text of the contract in a user friendly and fully editable format, allowing you to adapt the contract to your specific needs.

Target audience: Any individual or company engaged in international trade who makes use of agents and therefore must draft an international agency agreement.

Details: 

Table of contents : 

• FOREWORD
• CONTENTS
• INTRODUCTION
• 1.    A UNIFORM MODEL FORM FOR INTERNATIONAL TRADE
• 2.    SCOPE OF APPLICATION
• 2.1. International agreements
• 2.2. Agent acting as reseller
• 2.3. Contracts with employed agents
• 2.4. Buying agents
• 2.5. “Service” agents
• 2.6. Consignment of the goods
• 2.7. Agency as primary activity
• 3.    THE APPLICABLE LAW
• 4.    ANTITRUST RULES AND AGENCY
• 5.    SALES THROUGH THE INTERNET
• 6.    PROVISIONS ON INDEMNITY
• 7.    RESOLUTION OF DISPUTES: ADR, ARBITRATION, NATIONAL COURTS
• 7.1. Arbitration
• 7.2. Jurisdiction of national courts
• 7.3. ADR/Mediation
• 8.    PRECAUTIONS FOR USE OF THE MODEL FORM
• 9.    MODEL FORM OF INTERNATIONAL AGENCY CONTRACT
• ANNEX I: PRODUCTS, TERRITORY AND CUSTOMERS
• ANNEX II: PRODUCTS AND PRINCIPALS REPRESENTED BY THE AGENT
• ANNEX III: ADVERTISING AND OTHER MARKETING ACTIVITIES
• ANNEX IV: GUARANTEED MINIMUM TARGET
• ANNEX V: COMMISSIONS
• ANNEX VI: CHANGE OF CONTROL, OWNERSHIP AND/OR MANAGEMENT IN THE AGENT-COMPANY
• ANNEX VII: ICC MODEL CONFIDENTIALITY CLAUSE 2006
• APPENDIX 1: EEC DIRECTIVE 86/653
• APPENDIX 2: ICC ANTI-CORRUPTION CLAUSE
• APPENDIX 3: ICC PRINCIPLES TO FACILITATE COMMERCIAL NEGOTIATION
• ICC’S INTERNATIONAL CONTRACTS SERIES
• RELATED READING
• ICC AT A GLANCE