Agent Commission Agreement Template for Austria

This document establishes a legally binding agreement between a principal company and a commercial agent under Austrian law, governed by the Austrian Commercial Code (Unternehmensgesetzbuch - UGB) and aligned with EU Commercial Agents Directive requirements. It details the terms under which the agent will promote and sell products or services, including commission structures, territory definitions, performance expectations, and mutual obligations. The agreement incorporates specific provisions required by Austrian law regarding commission calculations, payment terms, termination rights, and post-contractual obligations, while ensuring compliance with both local and EU regulatory requirements.

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What is a Agent Commission Agreement?

The Agent Commission Agreement is essential for businesses operating in Austria that utilize commercial agents to sell their products or services. This document type is specifically regulated under the Austrian Commercial Code (UGB) and must comply with both Austrian national law and EU directives, particularly the Commercial Agents Directive (86/653/EEC). The agreement is used when a company (principal) wants to engage an independent agent to promote their business, negotiate sales, or conclude contracts on their behalf in return for commission-based compensation. It covers crucial aspects such as territory rights, commission calculations, payment terms, performance targets, and termination provisions. The document is particularly important as it must balance the commercial flexibility needed for business operations with the mandatory protective provisions for commercial agents under Austrian law.

What sections should be included in a Agent Commission Agreement?

1. Parties: Identification of the principal and the commercial agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement and brief description of the business relationship to be established

3. Definitions: Definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', etc.

4. Appointment and Scope: Terms of agent's appointment, exclusivity status, and defined territory or market segment

5. Agent's Rights and Obligations: Detailed responsibilities of the agent, including promotion, reporting, and compliance requirements

6. Principal's Rights and Obligations: Principal's commitments, including information provision, support, and product supply obligations

7. Commission Structure: Detailed explanation of commission rates, calculation methods, and earning conditions

8. Payment Terms: Commission payment schedule, payment methods, and currency specifications

9. Term and Termination: Duration of agreement, renewal terms, and termination provisions including notice periods

10. Post-Termination: Rights and obligations after termination, including commission on pending transactions and return of materials

11. Confidentiality: Provisions regarding confidential information protection and non-disclosure obligations

12. Data Protection: Compliance with Austrian and EU data protection laws, including GDPR requirements

13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

14. General Provisions: Standard clauses including entire agreement, amendments, and severability

What sections are optional to include in a Agent Commission Agreement?

1. Non-Compete: Restrictions on agent's competitive activities during and after the agreement, used when protecting specific market interests

2. Performance Targets: Specific sales or performance goals, included when the principal wants to set measurable objectives

3. Training and Support: Details of training and support provided by the principal, included for complex products or services

4. Marketing and Advertising: Specific provisions about marketing activities and cost sharing, used when agent has significant marketing responsibilities

5. Sub-Agents: Terms for appointing sub-agents, included when the agent may need to delegate responsibilities

6. Insurance: Requirements for professional liability or other insurance, included for high-risk products or services

7. Intellectual Property: Provisions regarding use of trademarks and IP, important for branded products

8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in uncertain market conditions

What schedules should be included in a Agent Commission Agreement?

1. Schedule 1 - Products and Services: Detailed list of products or services covered by the agreement

2. Schedule 2 - Commission Rates: Detailed commission structure, including any variations by product or customer type

3. Schedule 3 - Territory Definition: Detailed description or map of the agent's territory

4. Schedule 4 - Reporting Templates: Standard forms for activity reporting and commission calculations

5. Schedule 5 - Performance Metrics: Detailed KPIs and measurement methods

6. Appendix A - Company Policies: Relevant company policies the agent must comply with

7. Appendix B - Marketing Guidelines: Guidelines for use of principal's brand and marketing materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Austria

Publisher

Genie AI

Document Type

Fee Agreement

Cost

Free to use

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