Commercial agency agreement
Drafting an agreement compliant with the protective status (permanent mandate, negotiation and conclusion of transactions, independent status), with the mandatory provisions.
→ Contracts · Sub-expertise
The commercial agent status is one of the most protective in French law: a termination indemnity, a mandatory-rule status, strict European case law. An incorrect classification (independent contractor, service provider, employee) can lead to costly reclassifications. We secure commercial agent and sales representative (VRP) contracts on both the principal's and the agent's side.
→ What we cover
Drafting an agreement compliant with the protective status (permanent mandate, negotiation and conclusion of transactions, independent status), with the mandatory provisions.
Calibration of commissions: rate, basis, calculation method, entitlement to commission after termination, treatment of transactions in progress.
Framing of any reciprocal exclusivity, post-contractual non-compete clauses (limited in time and indemnified under conditions).
Anticipation and negotiation of termination: notice, grounds for termination, calculation of the end-of-contract indemnity (in practice 1 to 2 years of commissions).
Articulation with the VRP (travelling sales representative) status, an employee subject to a specific collective bargaining agreement, with its own rules on clientele indemnity.
Prevention of reclassifications: an independent service provider reclassified as a commercial agent, a commercial agent reclassified as an employed VRP, management of disputes.
→ Our approach
01
Analysis of the contemplated assignment, appropriate legal classification (commercial agent, VRP, independent service provider), weighing of tax and social-security implications.
02
A contract compliant with the chosen status, with clauses on commissions, exclusivity, duration, exit, indemnity, non-competition and confidentiality.
03
Advice on day-to-day application, adjustments in the event of a change in scope, management of any disputes over commissions or competition.
04
Support through termination: grounds, notice, negotiation of the indemnity, formalisation of the termination, management of any litigation.
→ Who we help
Drafting an agreement covering several European countries: territorial exclusivity, differentiated commission rates, articulation with local legislation (variations on the indemnity).
Assisting a principal wishing to terminate an agency agreement: grounds, notice, settlement negotiation of the indemnity to avoid litigation.
Representing a commercial agent challenging a termination for alleged misconduct: contesting the grounds, claim for payment of the termination indemnity and the commissions due.
Action to reclassify an independent service provider as a commercial agent in order to benefit from the protective status, with a claim for a termination indemnity and unpaid commissions.
→ Q&A
Any person (natural or legal) who negotiates or concludes, on a permanent and independent basis, transactions on behalf of a principal. Permanence and independence are essential criteria: an occasional or subordinate service provider does not fall under the status.
The status provides for an indemnity compensating the loss suffered by the agent. French case-law practice generally adopts an indemnity equivalent to 2 years of gross commissions, calculated on the average of the most recent years. Variations exist depending on the circumstances.
Three main cases: serious misconduct by the agent, termination at the agent's initiative (unless due to age, illness or the principal's conduct), assignment of the contract to a third party with the principal's consent. Serious misconduct is strictly assessed by the courts.
The commercial agent is an independent mandatary, subject to commercial law. The VRP is an employee, subject to employment law and a specific collective bargaining agreement. The indemnity regimes differ: a termination indemnity for the agent, a clientele indemnity for the VRP.
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