Association of Commercial Agents of Denmark, Børsen, DK-1217 Copenhagen
The Federation of Norwegian Commercial Agents, P.O. Box 2896 Solli, N-0230 Oslo
Finnish Foreign Trade Agents’ Federation. Museigatan 9B 21, SF-00100 Helsinki
The Federation of Commercial Agents of Sweden, Hantverksqatan 46, S-11221 Stockholm

As of Klikk her for å skrive inn en dato.
The undersigned principal
Sett inn navn på hovedmann her and the undersigned agent
Sett inn navn på handelsagent her have entered into the following
for regulation of the legal status between the parties in connection with the appointment of the commercial agent to represent the principal as sole agent for the following products:
Sett inn navn på produkter her within the following geographical area:
Sett inn avgrensninger her
The parties declare that they will act loyally and honestly and in accordance with good business practice both towards each other and towards third parties. This co-operation is based on the following conditions:
Section 1: In general
It is the duty of the commercial agent as a self-employed intermediary in the name of the principal and for the principal's account to promote sale of the products to the best of his ability. The commercial agent is obliged to offer the products on the sales- and delivery terms stipulated by the principal.
Section 2: Orders and inquiries
Continuously and without delay, the commercial agent must forward orders, quotations and inquiries received by him to the principal. The commercial agent must also immediately forward complaints and other relevant information received by him from customers.
If the commercial agent is contacted by customers domiciled outside the agreed geographical area covered by the agreement the principal shall be notified immediately. Orders from customers outside the agreed geographical area do not entitle the commercial agent to any commission unless otherwise agreed.
Section 3: Market reports
The commercial agent has an obligation to inform the principal about the market conditions. As a special requirement the commercial agent must inform the principal if he learns of a customer‘s inability to pay.
Section 4: Costs of the agent
The commercial agent is personally responsible for all costs in connection with the operation of the agency.
Extraordinary marketing expenses are an exemption.
Section 5: Goods held in stock lf the commercial agent holds a stock on behalf of the principal the commercial agent is required to supervise the stock regularly. Sales effected from stock are invoiced directly from the principal to the customer. The principal pays a remuneration as compensation for costs incurred in connection with the stock holding and the administration hereof.

Section 6: Other agencies
The principal is informed about other agencies held by the commercial agent. The principal is entitled to be informed about agencies obtained subsequently.
Section 7: In general
The principal is obliged to ensure that all business in the area is effected through the commercial agent and provide the commercial agent with the best possible foundation for the sales effort.
Section 8: Samples
Without charge the principal shall provide the commercial agent with all necessary equipment, samples, price lists, sales terms, literature and similar material and make further provision to give all information necessary for the performance of the agency contract.
Section 9: Information
The principal must inform if and to what extent orders placed are accepted. The principal is under particular obligation to keep the commercial agent informed about planned changes of the production size and composition, especially such changes that could lead to a reduction of business in the area.
Section 10: Calculation
Commission amounting to % med TALL %, % med BOKSTAVER percent is calculated from the order value invoiced to the customer.
Section 11: The right of commission
The commercial agent is entitled to a commission on all sales agreements made between the principal and the customers within the agreed geographical area, irrespective of the order having been placed without intermediary by the agent.
Section 12: Time of earning
The commission is earned at the same time as the invoicing from the principal to the customer within the geographical area. At the same time the principal has to send a copy of the invoice to the agent.
Section 13: Payment
The principal shall each calendar month send a commission statement to the agent informing about the right of commission that has occurred during the preceding month. The amount of commission shall be paid at the same time as the statement is transmitted.
Section 14: Lapse of commission
The commission claim lapses if it is conclusively established that payment from the customer or another quarter is unobtainable. In the event of a part-payment, no matter whether it has been made by the customer or other parties e.g., export credit insurance, the commission is reduced proportionally. When settling irrecoverable claims, commission is deducted from the commission note when it can finally be established that the claim is totally or partly irrecoverable. However, no lapse of commission takes place if the missing payment is due to circumstances caused by the principal.
Section 15: Notice of termination
During the first l2 months of the contract each party may terminate the agreement by 3 months' notice.
During the next 2 years each party may terminate the agreement by 6 months‘ notice. When the contract

has been in force for more than 3 years, the notice of termination will be prolonged from 6 months to
Sett inn antall måneder her months. Notice of termination must be given by the end of a calendar month.
Regardless of the agreed period of notice the commercial agent is entitled to terminate without notice if, due to illness or ailment, he cannot fulfill his obligations in accordance with the contract.
Notice must be given in writing by registered mail.
Section 16: Cancellation
In case of material breach of contract made by one party, the other party is entitled to terminate the contract without notice. Information about such termination must be made by registered mail without any unnecessary delay.
Section 17: Compensation after termination
On termination of the agency agreement, the principal pays compensation to the commercial agent for goodwill generated during the contract period. If the contract is terminated because of the death of the commercial agent, compensation is paid to the estate of the deceased.
Good-will compensation is calculated as l year’s gross commission, based on an average of the commission payments during the last 5 years of the contract period.
If the contract has been in force for less than 5 years the compensation is based on an average of the commission payments during the whole period.
Compensation is not to be paid if the commercial agent terminates the contract himself unless this is for legitimate reasons due to circumstances caused by the principal or by age, ailment or illness of the commercial agent.
Compensation is also not to be paid if the contract is terminated because of a material breach of contract caused by the commercial agent, cf section 16.
Section 18: Venue
Any dispute that might occur between the parties must be settled by the Courts of Law in the State in which the commercial agent is operating.
If the area covers several States, the dispute must be settled by the Courts of Law where the commercial agent is domiciled.
Section 19: Choice of law
All questions regarding legal matters must be decided in accordance with the legislation where the Courts of Law are situated, cf section 18.
Section 20: Alterations
Any alteration to this contract must be made in writing and signed by both parties.
Section 21: Individual agreements
Sett inn individuelle avtaler her
Place: Sett inn sted her
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Date: Klikk her for å skrive inn en dato.
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As commercial agent:
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Signature
Place: Sett inn sted her
______________________________________
Date: Klikk her for å skrive inn en dato.
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As principal:
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Signature

This contract is drawn up by the Nordic Federation of Commercial Agents on the basis of Nordic legislation which is in accordance with the EEC-directive from
December l8th 1986 "Directive on the coordination of the laws of the Member
States relating to self-employed commercial agents". It is very important to ensure that the contractual parties of the contract are defined precisely and accurately. If one or both parties are registered as a legal entity (e g a limited company) this should clearly appear in the contract. If the agent is described as a private limited company the parties must be aware that the agent's right to terminate the contract due to age, ailment or illness no longer exists unless the contract clearly states that this has been agreed after all. If it is intended that this should be valid it should be specified in section 2l of the contract. A further consequence of being an agent organized as a company will be that the shareholder can sell shares without any acceptance from the principal. These problems are solved by adding in section 2l that ”the contract is considered to be of a personal nature as to the person NN", being the commercial agent, and typically also sole shareholder and manager of the agency company. In the introduction to the contract space has been set aside for stating the commencing date of the co-operation. This date is not always identical with the date of the
In order to promote easy-reading the contract has been divided into main sections each with a heading, just as the separate sub-sections each has a heading.
Section 1. In general
Whereas the general obligation to show mutual loyalty has been included in the introduction, a standard clause is included here. While the law concerns both the purchase agency and the sales agency the standard contract is designed to cover the most common agency agreement, being the sales agency.
Section 2. Orders and inquiries
Mutual information is an essential part of all co-operation between the principal and the commercial agent. This clause has its natural counterpart in section 9 concerning the obligations of the principal to give information to the commercial agent.
Section 3. Market reports
While the law only states that the agent is obliged to give the principal all important information he possesses, a more trade-oriented stipulation has been laid down in section 3 according to which the agent is obliged to pass on information about market conditions and especially if he learns about a customer's inability to pay.
Section 4. Costs carried by the agent
The agent is self-employed and consequently he pays his own expenses.
However, there is some difference in the extent of advertising and publicity in various business areas, and if extraordinary costs are agreed upon in connection with these activities it is stipulated that these expenses are paid by the principal.
If a more detailed agreement is made on this subject it should be stated in section 21.
Section 5. Goods held in stock
A considerable number of agents hold no stocks and do not intend to do so.
However, in certain business areas it is normal practice and in other business areas it is becoming normal practice and consequently this clause has been included. Please note the opening word "if" of the contract section 5.
In the clause concerning stock-holding the standard contract states that sales from stock are invoiced directly from the principal to the customer. Some might deem this an unnecessary administrative complication and it might not always be possible to do so. Nevertheless, when it has been laid down in the standard contract it is due to the intention of creating the greatest possible clarity, in at legal and a commercial sense. This is for the reason that if the agent invoiced the sales himself it becomes a consignment co-operation which brings with it a set of rules which demands a continuous control on the part of the principal and special rule regarding current accounts will apply between the parties. signature. By stating the date of the beginning of the co-operation an exact date for the notice of termination has been established and any doubt that might be the result of signatures often made at two different dates will thus be avoided.
The nest section covers a description of the principal’s products. The parties normally agree on mutual exclusivity and it consequently follows that it is a sole agency relationship. The possibility of agreeing on geographical exclusivity is in accordance with the law. The wording of the contract according to which the agency includes the products of the principal indicates that the whole range of products is covered by the agreement. Accordingly the parties should state the products by a general description. If it is agreed that only some products are covered by the agreement a reference to an enclosure might be made and this enclosure should be attached to the contract and signed by both parties. The exclusivity covers a certain geographical territory and this territory should be described in a manner that leaves the parties in no doubt of the geographical limitations. Finally the introduction includes a kind of general clause which corresponds with a similar paragraph in the law. The importance of such a general clause should not be underestimated.
The agent who runs his own stock and who invoices deliveries from the stock himself is normally granted a larger profit on these sales compared with normal commission. As a result of the standard contract stipulating a direct invoicing by the principal compared with the above mentioned remarks it has been established in the last paragraph that the expenses connected with stock handling should be granted due compensation.
Section 6. Other agencies
In a good working agency relationship there should and must be openness between the parties and also frankness about other agencies held by the agent.
Most agencies are based on several representations and it is normally desirable for the principal that the agent representing him on the market appears to be a professional representative with a wide range of products which can appeal to local customers.
Section 7. In general
This is a counterpart to section I
Section 8. Samples
This stipulation has a direct reference to a stipulation in the law, which on an objective basis requires the principal to provide the material and information necessary for discharging of the contract.
The stipulation of the law is very general and is made more precise in the standard contract. Again it should be remembered that the business connection between the agent and the principal is a teamwork, in which both parties have a natural interest in creating the best possible foundations for the sale.
Section 9. Information
The obligation to provide information is essential in order to provide a smooth working agency relationship. This stipulation should be read in connection with section 7 according to which the principal must contribute towards the situation where all sales are being effected through the agent.
The obligation to provide information is of self-dependent importance for the agent's possibility of current control of the market and the commission accounts.
The last part of this clause that gives a self dependent obligation to provide information regarding future sale has a direct reference to it corresponding rule in the law.
Section 10. Calculation
The law contains no stipulation regarding the basis for calculation of commission.
The stipulation of the contract is short and exact. If special conditions about the calculation of the commission exist in a specific agency relationship, especially those covering corrections for expenses pertaining to transport and insurance, this should be defined in section 21.

This stipulation only defines what has already been stipulated in the introduction i.e. it is a sole agency.
Section 12. Time of earning
The exact time for earning commission is defined by this provision, which legally is of importance to establish. The law contains certain invariable rules concerning the right of commission also when the principal does not invoice the goods. It is not the intention to limit the rules of the law by this provision.
Section 13. Time of payment
The contract here states when the commission is to be paid. Through this the starting-point for penal interest is fixed, if the principal postpones the commission account or the payment of commission.
Section 14. Annulment of commission
It is universally recognized that commission in principle is only to be paid if the customer pays. The stipulation in section 14 is reconciled with the law which in common with several other stipulations, cannot be abandoned to the detriment of the agent.
Section 15. Notice of termination
While the law prescribes a successive prolongation of the notice of termination conditional upon the length of the contract period, the standard contract contains two periods of notice, one for the first year and one thereafter for the two next years. Further it is said that another (longer) period of notice is valid for long-lasting contracts. It is left to the parties to decide which notice of termination then should apply.
It is often complicated for the principal to establish new business relations in an export market, and it is often necessary for the agent to receive a reasonable period of advance notice of termination in consideration of his obligations towards the staff he employs. On the other hand an agency contract should not be binding for an indefinite period and therefore a balance has to be stuck between these conflicting considerations. The third paragraph, according to which termination can be made without any premonitory sign is co insistent with the law.
Section 16. Cancellation
A condition of termination due to a serious breach of contract is normal in all contracts. It might be thought useful to add a supplementary paragraph with examples of material breaches of contract. However, experience shows that it is difficult to state such situations precisely. Furthermore a very extensive description in accordance with the interpretation rules of the Law of Agreements easily leads to the conclusion that unspecified situations are immaterial. It is with this background in mind that a more detailed formulation of these situations has been avoided.
Section 17. Compensation on termination (Severance payment)
The law regulation is a so-called "protective rule of law" which states that any agreed conditions putting the agent in a less favourable position than stipulated in the law are not valid. At the same time, the literal sense of the law is likely to give rise to litigation and the contract should explain the agreement so precisely that unnecessary lawsuits can be avoided. Based on these considerations, the conditions are stipulated precisely and exactly within the limits of compensation contained in the law.
Section 18. Venue
This condition is in accordance with the EC Convertion of 27th September 1968.
As judgments are not always executable in countries outside the country where they are given, a party in connection with this ought to consider if this clause ought to be valid or not. It is of course important that the judgment can be executed in a country where the counter-party has assets.
Section 19. Choice of law
The conditions of choice of law are in accordance with the rules of the EC
Convention of 19th June 1980 and the Hague Convention of 1978 (Convention on the law applicable to agency).
Section 20. Alterations
This provision has only evidential character. The party who wishes to invoke on altered conditions of the contract must see to it that the agreement is made in writing.
Section 21. Individual agreements
This contract is a standard contract and different trade conditions and usage may create a need for special agreements. These should be added here and this applies especially to such agreements that might change the other sections. It might be necessary to add a clause concerning arbitration as an alternative to the ordinary Court of Law.
In case of reference made to any enclosures these should be mentioned here and attached to the contract and signed by both parties.
Signature
Both parties should make sure that the signatory of the other party is authorized to sign the contract.