Sales agent
Sales agent outside the EU: French law applicable?
The question of the application of French law to commercial agents operating outside the EU is a complex one.
September 9, 2025
Be vigilant when implementing, monitoring and terminating your commercial agent contracts
Commercial agent law in France is a specific legal regime of distribution or business law that governs relations between independent commercial agents (mandataire) and their principals.
It provides a framework for the negotiation and conclusion of sales and service contracts, as well as the conditions for breaking such contracts.
This sector requires in-depth knowledge of Articles L.134-1 et seq. of the French Commercial Code, which define the obligations, rights and indemnities associated with the status of commercial agent.
Note that this is not a contract of employment, since there is no relationship of subordination, but the agent is bound by an obligation of loyalty.
My aim is to ensure that your rights are respected and your obligations are clearly defined, for a healthy and lasting business relationship.
I am committed to finding fair and rapid solutions to resolve disputes, based on recent case law and my mastery of distribution law.
These services can be offered as packages or subscriptions, providing flexibility and financial clarity for your business.
The first step involves a careful analysis of your needs as a principal or sales agent, and the definition of the partnership framework. This includes determining the products or services to be marketed, understanding the target markets, and identifying the specific objectives of the partnership. This phase is essential to establish a clear and solid foundation for the agency relationship.
On the basis of the initial analysis, we draw up the commercial agency contract, defining in detail the rights and obligations of each party.
This stage also involves negotiating the terms of the contract, including remuneration (commissions), sales territories, and performance obligations.
The contract must be precisely drafted to ensure the protection of the parties and the clarity of commitments.
Once the contract has been signed, the partnership enters the operational phase.
For the sales agent, this often involves training in the principal's products or services and sales methods.
For the client, this may mean setting up monitoring and support systems for the agent.
Over time, it may be necessary to review and adjust the terms of the agency contract to reflect changes in the market, performance, or the objectives of the parties.
These reviews may involve negotiations to modify conditions such as territories, sales targets, or remuneration structure.
In the event of disputes or litigation, a proactive approach is needed to resolve problems effectively.
This may involve mediation or, if necessary, legal proceedings. Proper dispute management is essential to maintaining a positive and productive working relationship.
There are many possible sanctions, depending on the grounds on which they are based.
The question of the application of French law to commercial agents operating outside the EU is a complex one.
Compensatory indemnity is a crucial issue for any sales agent faced with the termination of a contract.
A look at the case of C.J.E.U., The Software Incubator Ltd v Computer Associates (UK) Ltd Un
A sales agent is an independent intermediary who negotiates and eventually concludes sales or service contracts in the name and on behalf of a company or another sales agent. He or she must act on a permanent basis and is legally independent of the principal, which distinguishes him or her from an employee. Commercial agents are subject to specific regulations set out in the French Commercial Code.
The main obligations of a commercial agent include diligent execution of his negotiating mission, loyalty to the principal, regular communication of relevant information and compliance with the non-competition obligation. The agent must avoid any conflict of interest and work to develop the principal's business.
A sales agent's remuneration generally takes the form of commissions based on the sales he or she achieves. Commissions are calculated as a percentage of the contracts concluded through the agent, and are paid once the contracts have been fulfilled by the end customer. The terms of commission calculation and payment are defined in the agency contract.
In the event of termination of a commercial agency contract, the agent is usually entitled to compensation, except in the event of gross negligence on his part or termination of the contract by the agent without legitimate reason. This indemnity is intended to compensate for the loss of clientele and the agent's efforts to develop the principal's business.
A commercial agent can protect his or her interests by ensuring that the commercial agency contract is clear, fair and complies with the law. It is advisable to consult a specialized lawyer to examine the contract before signing it. In the event of a dispute, the commercial agent can resort to mediation or legal proceedings, making sure to document all communications and transactions with the principal.
Visit law governing commercial agents in France is governed by specific provisions of the Commercial Codein particular article L.134-1which defines the legal framework and obligations of commercial agents. These professionals, as independent merchantsare mandated to negotiate and conclude sales, purchasepurchase, rental or service contracts on behalf of their principals.
This special status gives sales agents considerable autonomy in the performance of their duties, while imposing strict strict obligationssuch asregistration in the special register of commercial agents and subscription to professional liability insurance.
The importance of commercial agent status status lies in its ability to act independently, without subordination, unlike salaried employees. This status is particularly popular in sectors such asreal estatereal estate wine and luxury goodswhere sales representation plays a key role in business development. However, this independence comes with rights and dutiesparticularly in terms of remunerationof non-competition and compliance with territorial exclusivity zones. The contractual relations between sales agents and principals are therefore governed by rigorous strict regulations aimed at protecting the interests of both parties and preventing disputes.
It is essential for sales agents to understand these legal provisions. legal provisions in order to carry out their activity in full compliance and to guarantee a harmonious and fruitful contractual relationship. Likewise, principals must be aware of their obligations towards their agents, to avoid any disputes and ensure an efficient effective collaboration.
L'egistration is an essential legal obligation. This registration, held by the commercial court clerk's office, gives the agent an official and recognized status. Registration guarantees that the commercial agent complies with the law, and enables him/her to carry out his/her activities in full legality. It is essential for protecting the agent's rights and ensuring transparency in commercial relations with principals.
Sales agents must take out professional liability insurance. This insurance is crucial, as it covers any damage caused to third parties in the performance of their duties. In the event of a dispute or claim, this insurance protects the sales agent against the financial consequences of his professional actions. This obligation is designed to secure commercial transactions and reinforce the trust between the commercial agent and his partners.
Commercial agents are also subject to the following obligations non-competition andterritorial exclusivity. The non-competition clause stipulates that the sales agent may not represent or work for competing companies for the duration of the contract, or even after its termination, depending on the terms agreed. This clause aims to protect the principal's interests by avoiding any conflict of interest and ensuring the sales agent's loyalty. The case law show that failure to comply with this clause may result in sanctions, including forfeiture of the termination indemnity.
L'territorial exclusivity grants the sales agent a specific geographical area in which he or she is the only person authorized to operate on behalf of the principal. This exclusivity enables the agent to effectively develop the market in his area, while offering the principal a guarantee that commercial efforts will be concentrated on a specific region. Failure to comply with this obligation may also result in litigation and sanctions for the sales agent.
These obligations are essential to maintaining fair and transparent commercial relations between the sales agent and his principals, while ensuring compliance with contractual and legal commitments.
The commercial agent benefits from specific rights in the event of termination of his contract, in particular thetermination indemnity. According to the French Commercial Code, this indemnity is intended to compensate for the loss of income resulting from the termination of the contract. In general, this indemnity is equivalent to two years' gross commission, calculated on the basis of the last three years' remuneration. This right is fundamental to protect agents against abusive contract termination, and to guarantee a financial transition in the event of termination.
However, severance pay is not payable in the event of gross misconduct of the sales agent. The definition of serious misconduct includes actions such as non-compliance with contractual obligations, unfair competition, or behavior seriously damaging to the principal's interests. On the other hand, mere lack of performance or a drop in sales are not sufficient grounds for depriving the agent of his compensation.
In the event of non-compliance with the notice by the principal, the commercial agent is entitled to compensation. The notice period is a period during which the agent must be informed of the impending end of the contract, enabling him/her to prepare for the transition. The notice period varies according to the length of the contract, from one month for short-term contracts to three months for longer relationships. If the principal does not respect the notice period, the commercial agent may claim compensation equivalent to the commissions he would have received during this period.
The commercial agent is also entitled to customer indemnity in the event of breach of contract. This indemnity is intended to compensate for the loss of the clientele that the agent has developed on behalf of the principal. It is particularly relevant when the sales agent has played a significant role in the acquisition and development of the customer base. The amount of this indemnity is often assessed on the basis of the agent's contribution to the growth of the principal's customer portfolio.
These rights are designed to offer legal and financial protection to commercial agents, ensuring a degree of stability and fairness in their professional relationships. As a result, commercial agents can carry out their activities with complete peace of mind, in the knowledge that their rights are protected by law.
The serious misconduct is one of the main sources of disputes between the agent and the principal. According to case law, serious misconduct is defined as a significant breach that makes it impossible to maintain the contractual relationship. This can include acts of unfair competition, breaches of non-competition clauses, or actions damaging to the principal's image or interests. Serious misconduct deprives the sales agent of his right to severance pay, often creating complex disputes to be resolved before the courts.
Common examples of gross misconduct include prospecting for the principal's direct competitors, disclosing confidential information, or repeated breaches of contractual obligations. In such cases, the principal may invoke gross misconduct to justify immediate termination of the contract without compensation.
The non-payment of commissions is another frequent source of disputes. Commissions are the main source of income for sales agents, and any delay or refusal to pay can have serious financial consequences. Commercial agents are entitled to receive commissions for transactions they have negotiated and concluded on behalf of their principal. In the event of a dispute, the agent can go to court to obtain payment of the commissions due, with interest for late payment.
Commission disputes can also include disagreements over the amount of commission due, the calculation period, or payment conditions. It is crucial for sales agents to have clear and precise contracts stipulating how commissions are calculated and paid to avoid such disputes.
The resolving disputes between sales agents and principals can be resolved in a number of ways. Legal proceedings before the commercial courts are common, but can be lengthy and costly. Parties can also resort to mediation or arbitration, alternative dispute resolution methods that can be faster and less costly.
A commercial agent lawyer plays a crucial role in defending the rights of agents or principals. He or she can advise on the strategies to be adopted, represent the parties in negotiations, and defend them in court. The intervention of a lawyer often makes it possible to find amicable solutions and avoid long and costly litigation.
Disputes and litigation in commercial agent law require a thorough understanding of the obligations and rights of the parties involved. Proactive management of contractual relations and prompt recourse to legal advice can help prevent disputes and resolve them effectively when they do arise.
Mirabile Avocat offers a full range of services, including legal advice and contract drafting for commercial agents and their principals. These services include the drafting and review of commercial agency contractsensuring that they comply with all legal provisions and protect the interests of the parties involved. The firm's specialized lawyers help negotiate the terms of contracts, including non-competition clauses, exclusivity zones, and remuneration arrangements. Careful, precise drafting of contracts is essential to avoid future disputes and guarantee a harmonious, secure contractual relationship.
In the event of a litigationthe firm offers legal defense for commercial agents and principals. Whether for disputes relating to gross misconduct, non-payment of commissions, or unfair breach of contract, Mirabile Avocat's lawyers have the in-depth expertise to represent their clients effectively before the commercial courts. Their knowledge of the relevant case law and legal procedures enables them to defend their clients' rights with skill and determination.
The firm also offers mediation andarbitration servicesalternative dispute resolution methods that can be faster and less costly than traditional legal proceedings. Mediation enables parties to find an amicable solution with the help of an impartial mediator, while arbitration offers a legally binding solution delivered by an arbitrator. These methods can be particularly effective in resolving complex disputes discreetly and confidentially.
Mirabile Avocat offers personalized support to each client, taking into account the specifics of each case and individual needs. Whether you are a commercial agent or a principal, the firm's lawyers are committed to providing legal advice tailored to your particular situation. They assist their clients at every stage of the process, from negotiating and drafting contracts to defending against litigation and resolving disputes amicably.
The legal services offered by Mirabile Avocat are designed to cover all the needs of commercial agents and their principals, ensuring comprehensive legal protection and efficient management of contractual relationships. Thanks to their expertise and dedication, the firm's lawyers strive to guarantee their clients' satisfaction and peace of mind.
Legal support for commercial agents and their principals is crucial to ensuring harmonious and secure business relationships. Mirabile Avocat stands out for its expertise in commercial agent law, offering comprehensive services including adviceadvice contract draftingand litigation defenseand mediation. With an in-depth understanding of the legal obligations and rights of commercial agents, the firm helps its clients navigate the legal complexities and avoid litigation.
The importance of a contractual relationship cannot be underestimated. As independent merchants, commercial agents must ensure that their contracts are clear and comply with the law, while enjoying legal protection in the event of breach of contract or litigation. For their part, principals must respect their contractual obligations to maintain a relationship of trust and avoid costly litigation.
By calling on specialized lawyers like those at Mirabile Avocat, commercial agents and principals can protect their interests and ensure a smooth, efficient collaboration. The prevention of disputes, thanks to precise contract drafting and sound legal advice, is a valuable investment in the stability and success of commercial relationships.
