Contracts and commercial relationships · Czechia and Slovakia
Commercial agency agreement
Commercial agency requires clear arrangements for customer relationships. An agent builds relationships with your customers, and separation reveals whose customers they really are. We prepare a commercial agency agreement with a clear commission model, territory, customer protection and termination rules, including the statutory indemnity most often forgotten when parting ways. For both parties, under Slovak and Czech law.
- Lawyer registered with both the Czech and Slovak Bar Associations
- For principals and agents
- Fees agreed in advance
What we'll do for you
We structure the agreement around the actual business model: what is sold, how transactions arise and where the risks lie. A short consultation therefore comes before drafting.
Select an item to see the details.
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Initial consultation
We review the cooperation model — products, territory, the agent's authority and commission expectations — and recommend arrangements for key points.
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Tailored agreement
An agreement under § 652 et seq. of the Commercial Code or the Czech rules — subject matter, agent's authority, commission model, payment dates, exclusivity and confidentiality.
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Customer protection
Who retains customers and their data, restrictions on taking them over and a proportionate post-termination non-compete clause — within legal limits.
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Termination and indemnity
Notice periods, pending transactions and post-termination commission, and the agent's statutory indemnity — a right arising by law that particularly surprises principals.
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Incorporating comments
One round of the other party's comments is included; longer negotiations are agreed in advance at an hourly rate.
Deliverablea tailored commercial agency agreement: commission model, territory, customer protection and termination rules
How it works
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- Consultationday 0
We establish the business model and risks and confirm the fee.
- Draft agreement
We prepare a tailored agreement or review the other party's draft, marking risks.
- Agreement and signing
We incorporate comments and prepare a clean copy for signature — bilingual on request.
A commercial agency agreement is a relationship with a deferred conflict: while sales continue, nobody looks at the paperwork. Questions arise when the parties separate — whose contacts they are, which transactions still attract commission and how much statutory indemnity is due.
We draft agreements that answer these questions in advance. For principals building a network and agents who want their work paid for — under Slovak and Czech law, through one firm.
No-obligation enquiry
Ready to start?
Send us an enquiry. We usually reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Usually within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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What clients ask
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How does commercial agency differ from brokerage and distribution?
A commercial agent continuously seeks customers and negotiates transactions on the principal's behalf for commission — the transaction is concluded between principal and customer. A broker generally arranges individual opportunities; a distributor buys goods in its own name and resells at its own risk. Each model requires a different agreement and has different legal consequences — we help select the one matching reality.
When does an agent become entitled to commission?
The accrual and payment date of commission must be structured within statutory limits. Slovak law specifies the latest point at which entitlement arises and the latest payment date (§ 660), and protects the agent when commission entitlement is extinguished (§ 662). The risk of customer non-payment therefore cannot be transferred to the agent at will; we assess the Czech regime separately. We structure a model reflecting your position, including commission on repeat orders and transactions concluded after termination.
What does exclusive agency mean?
In exclusive agency, the principal undertakes not to use another agent in the agreed territory, while the agent generally undertakes not to perform the same activity for competitors. Exclusivity increases the agent's motivation but restricts both parties; it must be bounded by territory, product range and minimum performance, otherwise it becomes a trap.
I have heard of an agent's indemnity. When is it due?
The law grants an agent an indemnity on termination where the agent brought in new customers or substantially developed business and the principal continues to benefit after the relationship ends. This mandatory protection cannot be excluded in advance, although how the agreement and cooperation are structured can affect it. We alert principals to this entitlement at the outset, rather than only when parting ways.
Our agent operates in Czechia and we are a Slovak company. Which law applies?
Both countries' agency rules derive from the same European directive, but the details differ. We propose governing law based on where the agent operates and where a dispute would be heard — and can prepare a bilingual agreement so both parties understand it equally.
Legal Q&A
Common questions on this topic
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Our commercial agent is taking clients after the agreement ended. Will the non-compete clause hold up?
It depends on the wording. The Commercial Code permits restrictions on an agent's competing activity for up to two years after the agreement ends, within a defined territory or for a defined group of customers there. A clause targeting your customer base has prospects of enforcement; a blanket prohibition on doing business may be restricted or declared invalid by the court. Do not confuse this with an employee non-compete, which has separate, stricter requirements.
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Our commercial agency agreement has ended. Is the agent still entitled to commission on later transactions?
Possibly. The Commercial Code grants commission after termination where a transaction results mainly from the agent's activity and takes place within a reasonable period, or where the third party's order arrived before termination. This rule can be varied or excluded by agreement. Alongside it, however, the indemnity under Section 669 is mandatory and cannot be waived in advance. The agent must assert that right within one year of termination.
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May our commercial agent also represent a competitor during the term of our agreement?
If you have agreed neither exclusivity nor any other prohibition, then generally yes. Under a non-exclusive agency the Commercial Code allows the agent to carry on the same activity for other persons; under an exclusive agency they may not do so within the agreed scope, and a breach entitles you to withdraw from the contract. Even a non-exclusive agent, however, is bound to have regard to your interests and not to misuse the information obtained from you.
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Further reading
Distributor, commercial agent or commission agent: three sales models and their consequences
Your goods may be sold by a distributor on its own account, by a commercial agent in your name, or by a commission agent in its own name but on your account. Each model allocates the risk of non-payment, ownership of the goods and claims on termination differently. For manufacturers and importers building a sales network under Slovak law, including with partners in Czechia.
Read more →
Commission of a commercial agent and of a broker: when it arises, when it falls due and when it lapses
Commercial agents and brokers receive commission under different rules of the Commercial Code. For agency, the Act fixes the latest moment at which the entitlement arises and its due date, and those limits cannot be moved to the agent's detriment. This article is for companies selling through agents and for agents themselves.
Read more →
Reserving the purchase of machinery or a vehicle: a future-contract agreement, or a sale agreement subject to a condition precedent?
Where a purchase has been agreed but depends on a loan, a grant or delivery, two instruments present themselves: an agreement to enter into a future contract and a sale agreement subject to a condition precedent. This article explains how they differ, when to choose each and what to watch for with movable assets.
Read more →