Agency Agreement Template

Agency Agreement in Poland

Author Julita Mortka Lawyer, M&A Expert, Corporate and Contract Consulting info@consuldimo.com | www.consuldimo.com | skype : julitamortka Consuldimo is flexible and modern company which will provide you with all indispensable tools to make your business work in Poland. Thanks to our experience in consulting and outsourcing, we can make the process of fully integrating our resources into your business needs as smooth and easy as possible. When starting up in business it is essential to get off on the right foot. We provide a wide range of legal and business services for private companies to ensure you to set up the right framework in order to succeed in Poland. Depending on how you want to run your business we can set up new companies of any type and convert company from one type to another as well. We participate also in M&A transactions, prepare investment agreements etc. We offer also legal assistance regarding transfer of copyrights and grant of license. We can provide you with full support regarding copyright agreements, software law, new technology law, personal data protection and advertising law, intellectual property law. We offer a document drafting and checking service (regarding agreements, contract of collaboration, POA, acknowladges etc), this is perfect if you would like an expert to complete or check a document for you. We also provide you with fast access to most PL government forms. These forms are mostly provided free on government websites. Even if government are free you'll have knowing exactly how to complete it in compliance with polish law, where to send it and what other documents are required to be sent with it. Please don't hesitate to contact us for more information.

Note Please note that all templates prepared by us comply with Polish law.

Agency Agreement Template

Agency Agreement
This Agreement (the Agreement) is made and entered into on ................... by and between: ............... [limited liability company] with its registered office in ...................., at ul. ..................., entered in the register of businesses with KRS number ............. at the District Court for ................... in ............ ........................ Commercial Division of the National Court Register, NIP..................., share capital..................... represented by ........................... President of the Board, hereinafter referred to as the Principal and ........................ (hereinafter called as Agent) with the registered office at ............................ 1 1.1 The Principal entrusts the Agent to negotiate and conclude agreements with customers to sell products owned by the Principal. List of products, hereinafter called the Goods, is attached as Annex 1 to this Agreement. 1.2 Sale of Goods will be performed by the Agent on behalf of the Principal, who will provide to the Agent a written power of attorney. The Agent will be authorized to perform all activities related to the sale of goods, including determining the selling price, subject to item 3 of this section and delivery. The authorization referred to constitutes Appendix 2 to this Agreement. 1.3 The minimum selling price for the Goods will be determined by the Principal. Agent agrees not to sell Goods below a minimum price. Agent is authorized to increase the selling price. 2 2.1 Agent operates in a scope of______________, hereinafter referred to area of activity. 2.2 The Principal agrees to a period during which this Agreement is binding not to enter into any other agency contracts for the sale of the Goods in the area of activity and states that at the date of signature of the Agreement, such contracts don't exist. 3 3.1 Agent shall take any action that may increase the sale of Goods, in particular, is committed to: a) advertising and promotional activities of the Goods b) oversee the implementation of agreements concluded with his partners, in particular monitoring the timeliness of payments made by trading partners for the purchased Goods,

Agency Agreement Template

c) inform the Principal of known and obvious activities of companies offering products that compete with the Goods. 4 The Principal is obliged to provide the Agent with the free advertising and promotional materials relating to the Goods. These materials will be presented to the Agent not less frequently than once every two calendar months. 5 5.1 Agent can not disclose any information about the Principal to trading partners. The aforementioned does not apply to information which is publicly known, contained in the promotional and advertising materials or information to be provided which was authorized by the Principal. 5.2 During the term of this Agreement, Agent can not engage in any activities related to advertising, promotion or sale of goods which are identical or similar to the Goods. 6 Agent is obliged to inform the Principal of all contracts concluded by him with a third party under which he should participate in the advertising, promotion or sale of goods or services offered by them. The implementation of these agreements by the Agent in no way prejudice the interests of the Principal or have a negative impact on the Agent meets its obligations under this Agreement. 7 Agent can not transfer the rights and obligations under this Agreement to third parties. All the activities provided in the Agreement should only be performed by the Agent, with the exception of advertising and promotional activities that may be entrusted to specialized service providers in this area. 8 The Principal issues Goods basing on written orders sent by the Agent. Transport costs are covered by the Agent. 9 From the time of transferring the Goods to the Agent he shall be fully liable for their destruction, damage or loss. The Agent is obliged to store the Goods in a manner that limits the risk of the above events occurring. 10 10.1 Agent gets paid a commission fee of ______% of sales price for the Goods on the basis of agreements concluded by the Agent. 10.2. Agent shall pass to the Principal the bank account number to which the commission is to be paid within _____________ days of signing each contract. 11

Agency Agreement Template

11.1 This Agreement is concluded for an indefinite period with the possibility of its termination by either Party upon _________ month's notice, effective at the end of the calendar month. Denunciation shall be made in writing, to be valid. 11.2 The Principal is entitled to immediately terminate this Agreement in writing without notice, if the Agent: a) gives false information about the quantities and prices of Goods sold or b) has committed a violation of 5 and / or 7 of this Agreement 11.3 The within ______ days from the termination of this Agreement, the Parties mutually accountable, through the transfer to the Principal the amounts due to him from the sale of goods and return of unsold goods, and pay the Agent commission as specified in 10 paragraph 1 of this Agreement. 11.4 On the date specified in 11 paragraph 3 above the Agent shall provide the Principal any promotional, advertising materials received from him. 12 This Agreement rescinds all previously made arrangements between the Parties, both written and verbal, which are in breach or contrary with its provisions. 13 13.1 The Parties indicate the following addresses for communication: a) for the Principal:, b) for the Agent: 13.2 In the event of a change of address for communications then the Party affected by this change shall be obliged to immediately inform the other Party in writing of this fact. 14 Each Party shall cover all its own costs incurred in connection with drawing up and concluding this Agreement. 15 All amendments and supplements to this Agreement should be made in writing or else shall be null and void. 16 The provisions of the Civil Code shall be applicable in issues not governed by this Agreement. 17 The Parties shall make every effort to amicably resolve any disputes arising in connection with this Agreement. Any dispute which the parties can not amicably resolved within ......... days from the date of their creation (ie from the date of notifying the other party of the opportunity to submit the dispute to a court) shall be submitted for decision to the Court Arbitration at the Polish Chamber of Commerce in Warsaw within the rules
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Agency Agreement Template

of this Court. 18 This Agreement has been drawn up in two counterparts in a Polish language version and two counterparts in an English language version, with one copy from each language version for each Party. In the event of any discrepancies between the Polish and English language versions then the binding version shall be the Polish version.

Agency Agreement Template

SIGNATURE PAGE IN WITNESS WHEREOF, Agent and Principal have caused this Agreement to be executed by their respective representatives as of the Effective Date. The persons signing below warrant that they are duly authorized to sign for, and on behalf of, the respective parties. This Agreement has been executed in duplicate originals. For Principal: For Agent:

Printed Name

Printed Name

Date: