AGENCY AGREEMENT
This agency agreement (hereinafter the "Agreement") is entered into in [City where the contract is signed] on [Contract date] between the following parties:
1. PARTIES
1.1 Principal:
[Principal (name)]
Commercial register code: [Principal's commercial register code]
(hereinafter the "Principal")
1.2 Agent:
[Agent's / commission agent's name]
Commercial register code: [Agent's / commission agent's commercial register code]
(hereinafter the "Agent")
2. APPOINTMENT
2.1 The Principal appoints the Agent to act as an intermediary for and/or to enter into transactions in the name and for the account of the Principal in respect of the following products/services: [Description of the products/services]. Territory: [Territory]. Exclusivity: [Exclusivity].
2.2 The Agent acts for and in the interests of the Principal independently and on a permanent basis, essentially organising its activities freely and determining its own working time (Law of Obligations Act (VÕS) § 670). The Principal's instructions may not restrict this independence, and no employment relationship arises between the Parties. The Agent may accept payments and change payment terms only with the written authorisation of the Principal (VÕS § 676 lg 3).
2.3 Agreed minimum sales target: [Minimum sales target (if any)].
3. COMMISSION
3.1 Type of commission: [Type of commission], rate [Commission rate (% or €)]. Tiers: [Definition of tiers].
3.2 When the claim for commission arises: [When the commission is earned]. Irrespective thereof, the Agent is entitled to commission (agent's fee) also if the contract mediated or entered into is not performed due to a circumstance arising from the Principal; the commission is not paid if it is evident that the contract will not be performed due to a circumstance independent of the Principal; and the claim for commission falls due no later than on the last day of the month in which the commission must be calculated in accordance with clause 3.3 (VÕS § 679 lg 4–6). Payment deadline: [Commission payment deadline].
3.3 The Principal shall calculate the commission monthly or, by agreement of the Parties, for a calculation period of up to three months, and shall forward the calculation to the Agent no later than by the end of the month following the calculation period. The Agent has the right to demand an extract from the Principal's accounting documents and, in the event of reasonable doubt, to examine them personally or through an auditor. Any agreement derogating from these rights to the detriment of the Agent is void (VÕS § 682).
3.4 Unless the Parties have agreed otherwise in writing, the Agent is also entitled to commission for contracts entered into during the term of the Agreement without the Agent's participation with persons belonging to the Agent's territory or customer group (VÕS § 678).
4. PRICING AND TERMS OF SALE
4.1 Pricing authority: [Pricing authority]. Sale of competing products: [Is the sale of competing products permitted?]. Reimbursement of expenses: [Reimbursement of expenses].
5. OBLIGATIONS OF THE PARTIES
5.1 The Agent shall perform its obligations with the diligence ordinarily expected of a person engaged in economic or professional activities, shall make reasonable efforts in the interests of the Principal to mediate or enter into contracts, and shall notify the Principal without delay of each contract mediated or entered into and of other material circumstances (VÕS § 673).
5.2 The Principal shall, at its own expense, make available to the Agent the documents necessary for the activities (samples, drawings, price lists, advertising materials and terms and conditions), shall notify the Agent without delay of the conclusion, approval or non-performance of a mediated contract, and shall notify the Agent if the Principal intends to enter into contracts to a significantly smaller extent than the Agent could expect (VÕS § 674).
6. REPORTING
6.1 Frequency of the Agent's reports to the Principal: [Reporting frequency]. The reporting obligation does not restrict the Agent's independence within the meaning of clause 2.2.
7. TERM AND CANCELLATION OF THE AGREEMENT
7.1 Term of the Agreement: [Term of the agreement].
7.2 The notice period for ordinary cancellation is [Notice period for cancellation], but it may not be shorter than the statutory minimum: at least 1 month; if the Agreement has lasted for more than 1 year and agency is the Agent's principal activity, at least 2 months; if the Agreement has lasted for more than 2 years and agency is the Agent's principal activity, at least 3 months. These are the statutory minimums applicable to the Principal, which cannot be shortened by agreement.
7.3 In the event of ordinary cancellation, the Agreement may be cancelled only as of the end of a month, and the Principal's notice period may not be shorter than the Agent's. If the Parties continue to perform a fixed-term Agreement after the expiry of its term, the Agreement becomes an agreement for an unspecified term, and the statutory minimum notice periods must be observed upon its cancellation (VÕS § 686). The right to cancel the Agreement for good reason may not be excluded or restricted (VÕS § 687).
7.4 Upon termination of the Agreement, the Agent shall return to the Principal the samples, documents and other materials provided to the Agent for the performance of the Agreement, subject to the Agent's statutory right of pledge (VÕS § 685).
8. AGENT'S INDEMNITY
8.1 The Agent may be entitled to an indemnity upon termination of the Agreement if the Agent has brought the Principal significant new customers or has significantly increased the volume of business with the existing customer base. Any agreement entered into before the termination of the Agreement which excludes or restricts this right is void (VÕS § 688 lg 5).
8.2 The indemnity may not exceed the Agent's average annual remuneration over the last five years of activity or, if the Agreement has lasted for a shorter period, the average annual remuneration over the entire term of the Agreement. Where the conditions specified in clause 8.1 are met, the right to an indemnity is excluded only if: the Agreement was cancelled by the Agent, unless the cancellation was due to a circumstance arising from the Principal or to the Agent's age or state of health which did not allow the activities to be continued; the Principal cancelled the Agreement due to culpable conduct of the Agent; the Parties have agreed after the termination of the Agreement that the Agent will be replaced by a third party who pays the Agent a fee corresponding to the indemnity and compensation for damage; or agency was a secondary activity of the Agent (VÕS § 688 lg 4).
9. RESTRAINT OF TRADE
9.1 After the termination of the Agreement, the Agent is subject to a restraint of trade for [Duration of the restraint of trade (months)] months in the territory [Territory of the restraint of trade].
9.2 The restraint of trade applies for up to two years from the termination of the Agreement, extends only to the Agent's territory or customer group and to the contracts mediated under the Agreement, and the Principal shall pay the Agent reasonable compensation for its duration. Any agreement derogating therefrom to the detriment of the Agent is void (VÕS § 689).
10. CONFIDENTIALITY
10.1 The terms of the Agreement, customer data and business information are confidential. This obligation continues to apply after the termination of the Agreement. Customer data shall be processed in accordance with the General Data Protection Regulation (EU) 2016/679.
11. FORCE MAJEURE AND NOTICES
11.1 A Party shall not be liable for a breach of an obligation if the breach is excusable due to force majeure (VÕS § 103); a Party shall notify the other Party of circumstances of force majeure immediately.
11.2 Notices related to the Agreement which have legal consequences shall be given in writing or in a form which can be reproduced in writing (including by e-mail) at the address notified by the other Party.
12. DISPUTE RESOLUTION
12.1 Disputes arising from this Agreement shall be resolved primarily through negotiations and, failing agreement, through the Estonian courts, applying the law of the Republic of Estonia.
13. FINAL PROVISIONS
13.1 Amendments to the Agreement shall be made in writing or in a form which can be reproduced in writing. Each Party may demand that the content of the Agreement, its amendments and any supplementary agreements be set out in a document signed by the other Party (VÕS § 672).
13.2 A Party may not transfer the rights and obligations arising from the Agreement to a third party without the prior written consent of the other Party. If any provision of the Agreement is or becomes invalid, this shall not affect the validity of the remaining provisions.
13.3 The Agreement constitutes the entire agreement between the Parties and enters into force once both Parties have signed it.
14. LEGAL BASIS
14.1 This agency agreement is governed by § 670 et seq. of the Law of Obligations Act, including the minimum notice periods (§ 686) and the agent's indemnity (§ 688).