Commercial agency agreement

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.

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.

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.

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.

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.