Incoterms® and Commercial Contracts

ICC Model International Franchising Contract

ICC Model Contract Commercial Agency

The ICC Model Contract on Commercial Agency is for parties negotiating agency agreements abroad who face a major difficulty: the lack of uniform rules. There is no internationally agreed uniform legislation for agency agreements, and so parties have to rely on national laws. Not only do these laws differ from country to country, but they do not take into account the international nature of the contract.

Updated in 2015 to take into account recent developments in the law of agency, this model contract is not based on specific national laws; instead it incorporates the prevailing practice in international trade as well as the principles recognized by the domestic laws on agency.

This model contract addresses questions of sales through the Internet, indemnity, arbitration and the principles of law generally applicable to agency contract ("lex mercatoria").

Concise and practical, the ICC Model Contract on Commercial Agency meets the needs of both individuals and companies exporting as well as lawyers.


Agency contracts for services, for example, or with agents who are not self-employed (e.g., "salaried commercial representatives"), do not come within the scope of this contract. Similarly, "buying agents" or "purchasing agents" who procure goods for a principal, generate a different set of considerations, and the ICC Model Contract was not developed for these situations. In the case of agents who may be considered employees of a particular principal, national labour law may override the provisions of the ICC Model Contract. The simplest way to avoid this problem is for principals to contract only with agents which have the legal status of a company or corporation or other "legal person".

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