Commercial Agent Lawyer

Commercial agency law is mainly governed by Articles L. 134-1 to L. 134-17 of the Commercial Code. These provisions are of public policy, meaning they are binding on the parties and cannot be excluded by contrary clauses, except for exceptions provided by law.

• Commercial agent law governed by the Commercial Code
• Definition and status
• Requalification of commercial agent as employee
• Eligibility check and registration
• Choice of legal status
• Negotiation and drafting of the commercial agent contract
• Contract performance
• Termination of the contract
• Disputes between the commercial agent and the principal
• Non-competition clause

Definition of the commercial agent

The status of a commercial agent is a special status. It grants the commercial agent a certain autonomy and freedom in the exercise of their activity, but also exposes them to specific risks and constraints. It is therefore essential to secure this commercial agent status, by ensuring that it meets the conditions required by law.

In this context, our firm Macfarlanes LLP guides you through several steps. First, it involves verifying eligibility as a commercial agent according to legal criteria. This qualification requires being an independent professional, negotiating and concluding contracts in the name and on behalf of one or more principals, without being subject to a subordinate relationship.

Next, our specialist lawyers in commercial agency law assist our clients with the administrative procedures relating to the registration of the commercial agency activity, with the special register of commercial agents (RSAC), under the jurisdiction of the competent commercial court registry. In addition, we help choose the most suitable legal status, whether the activity is carried out as a natural or legal person. We take into account the advantages and disadvantages of each legal form, particularly in terms of liability and social protection.

Lawyer for negotiation and drafting of the commercial agent contract

The commercial agent contract governs the contractual relations between the commercial agent and the principal. Negotiation and drafting of the contract are crucial so that it protects the interests of the parties and complies with regulations.

Our law firm specializing in commercial agent law provides you with support by helping you to:

• define the essential clauses of the contract (duration, geographic area or assigned market, amount and payment terms of the commission, conditions for termination of the contract, etc.);
• negotiate the terms of the contract with your principal, taking into account your needs, expectations and objectives, as well as the specificities of your sector of activity and your market;
• modify the contract in the event of a change in circumstances, a change in legislation, or a dispute with your principal, while ensuring that your rights are preserved and conflicts are avoided.

Our law firm assists you in drafting your contract, whether you are a commercial agent or a principal, whether you wish to conclude a new contract or modify an existing contract.

Performance of the commercial agent contract

As a commercial agent, you benefit from specific rights and obligations, which may incur liability towards your principal. It is therefore essential to understand the legal framework governing your activity in order to exercise it safely and with peace of mind.

First, the exclusivity that may be granted to the commercial agent guarantees them absolute priority within the assigned territory. The commercial agent's commission must then be paid according to the terms provided for by the contract or by law.

Furthermore, the agent is bound by a non-compete obligation which prohibits them from representing competing companies or engaging in acts of unfair competition against their principal, during the term of the contract and after its termination. The confidentiality obligation requires the commercial agent to maintain professional secrecy and not disclose confidential information relating to their principal, their business, or their clients, during the term of the contract and after its termination.

Lawyer for termination of commercial agent contract

In the event of termination of the agency contract, the commercial agent is entitled to a specific termination indemnity under Article L.134-12 of the Commercial Code, except in the case of termination for gross negligence. In principle, the termination indemnity for an agency contract is equal to two years of gross commissions and is intended to compensate for the loss of future commissions.

Various data must be taken into account relating to the agent's seniority, commissions received, and the proper execution of the agency contract, which give rise to significant litigation before the commercial courts. Serious misconduct depriving the agent of the termination indemnity is constituted notably in the event of insufficient prospecting of clients or violation of the non-compete obligation. Get support from our lawyers specialized in commercial agency law to best defend your interests, whether you are a principal or a commercial agent.

Lawyer for disputes between the commercial agent and their principal

In the event of fault, negligence or breach of contractual obligations, both the commercial agent and the principal may incur contractual liability. Despite the good faith and goodwill of the parties, disputes may arise between the commercial agent and their principal regarding the performance, modification or termination of the contract. These conflicts can have significant financial, commercial or professional consequences for the commercial agent. It is therefore essential to prevent or resolve them as quickly as possible and under the best conditions.

That is why our law firm offers you quality assistance in the event of a dispute between the commercial agent and the principal. Our lawyers specializing in commercial agency law advise you on your rights and remedies, assessing risks and opportunities. We also help you find an amicable solution, favoring negotiation, mediation or conciliation, to avoid the costs and delays of a trial.

We defend you before the competent courts, in the event of failure of the amicable solution or in case of urgency. Our lawyers can thus defend the interests of your company, initiate legal proceedings, claim damages, and assert your rights regarding commission, end-of-contract indemnity, or notice period.