Commercial agency agreement template
Sourcing customers and negotiating deals of a certain type for a commission between businesses, under the Slovak Commercial Code
This document rests on a fixed pattern prepared by Paragrafo; it is not a law firm template. Its wording is not written by AI, only the details from the form are filled in. For a non-standard situation we recommend a solicitor.
Law in force as at
Zmluva o obchodnom zastúpení
- I. Zmluvné strany
- II. Predmet zmluvy
- III. Povinnosti obchodného zástupcu
- IV. Povinnosti zastúpeného
- V. Provízia a náklady
- VI. Trvanie a skončenie zmluvy
Under a commercial agency agreement, the commercial agent, acting as a business, undertakes to carry out activity for the principal aimed at concluding a certain type of contracts, or to negotiate and conclude them in the principal's name and on the principal's account. The principal undertakes to pay the agent a commission.
Unlike brokerage, it is not about one specific deal but about deals of a certain type, for example selling a company's products to customers in a region. The agreement must be in writing.
Several rules protect the commercial agent and cannot be overridden by the agreement: the latest moment the commission is earned and when it falls due, the commission statement, the minimum notice periods and the indemnity when the agreement ends.
Who needs this document
- A manufacturer or wholesaler that wants to sell in a region through a commission-based agent
- A sole trader who, as a commercial agent, wins customers for one or more companies
- A company granting an agent the exclusive right to a territory
- Cooperation in which the agent may conclude contracts in the company's name
What the document must contain
- Which deals the agent is to procure and in which territory
- Whether the agent may also conclude deals in the principal's name and, if so, the power of attorney
- Whether the agency is exclusive or non-exclusive
- The amount of the commission and when it is earned
- Whether the principal also pays the agent's expenses
- The duration and notice periods
Legal basis
Commercial Code
Governs the commercial agency agreement as a separate contract type: the duties of both parties, exclusive and non-exclusive agency, when the commission is earned and falls due, notice, the indemnity and the non-compete clause. Where the agency rules are silent, the brokerage rules apply.
Civil Code
Governs the power of attorney the agent needs to conclude deals in the principal's name.
Most common mistakes
An oral agreement only
A commercial agency agreement must be in writing.
A shorter notice period than the law allows
For an agreement of indefinite duration, the notice period is one month in the first year, two in the second and three months once the agreement has lasted three years or more. The parties may extend it but not shorten it, and with longer periods the principal's period may not be shorter than the agent's.
The indemnity excluded by the agreement
The rules on the indemnity cannot be departed from by agreement. An agent who brought new customers or significantly increased business with existing ones is entitled to an indemnity on termination under the statutory conditions.
Expenses not agreed
The agent is entitled to expenses on top of the commission only if this was agreed and, unless the agreement says otherwise, only when the commission on the deal the expenses relate to is earned.
No territory set
If the agreement does not set a territory, the agent is presumed to work in the whole of the Slovak Republic.
A non-compete that is too broad
A non-compete clause may be agreed in writing for at most two years after the agreement ends, only for a defined territory or a defined group of customers in it. A court may limit or invalidate a clause that restricts the agent more than the principal's protection requires.
Frequently asked questions
What is the difference between commercial agency and brokerage?
A broker obtains the opportunity to conclude a particular contract. A commercial agent carries out activity for the principal aimed at concluding a certain type of contracts, or concludes them in the principal's name. Anything the agency rules do not cover is governed by the brokerage rules.
May the agent sign contracts in the company's name?
Only with a power of attorney. Without one, the agent may not conclude deals, accept anything or perform other legal acts in the principal's name. With one, the agent concludes deals only on the terms set by the principal, unless the principal agrees to a different approach.
When is the commission due?
At the latest on the last day of the month following the end of the quarter in which it was earned. The principal gives the agent, without being asked, a written statement listing the main items needed to calculate the commission.
How much can the indemnity be?
At most the average annual commission calculated from the commissions of the last five years, or of the whole term for a shorter agreement. The right lapses if the agent does not notify the principal within one year of termination that it is being claimed.
May the agent also work for other companies?
With non-exclusive agency yes, unless the agreement says otherwise. With exclusive agency the agent may not represent others or conclude these deals on its own account in the defined territory and range of deals, and the principal may not use another agent there.
Does the template work for someone without a business?
No. Under the law the commercial agent is a business, and the template is for an agreement between businesses under the Commercial Code.
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