Agency Costs, and the Rhetoric of Contract, 85 Colum. L. Rev. . theory of the firm views different types of organizations, including sole. Williamson, Credible . This list of conflicts between managers and shareholders is not intended to be. Agency Costs, and the Rhetoric of Contract, 85 Colum. L. Rev. . theory of the firm views different types of organizations, including sole. Williamson, Credible . This list of conflicts between managers and shareholders is not intended to be. An agency relationship occurs when a principal hires an agent to perform some duty Managers may make decisions that conflict with the best interests of the shareholders. Managerial compensation should be constructed not only to retain.
Definition of Confidential Information. This agreement will terminate immediately upon either party's insolvency, bankruptcy, receivership, dissolution, or liquidation. Effect of Termination Discontinue Use of Company Marks. In addition to the terms at the top of the first page of this agreement, the following definitions apply: This agreement contains all the terms agreed to by the parties relating to its subject matter.
It replaces all previous discussions, understandings, and agreements. This agreement may only be amended by a written document signed by both parties. The Representative may not assign this agreement or any of its rights or obligations under this agreement without the Company's prior written consent. Notice a Form of Notice. All notices and other communications between the parties must be in writing and addressed to the respective party as follows: If to the Company: If to the Representative: Notices must be given by i personal delivery, ii a nationally-recognized, next-day courier service, iii first-class registered or certified mail, postage prepaid[, iv fax][ or v electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing. Except as provided in section Sections 2 Commissions and Expenses10 Confidentiality12 Effect of Terminationand 13 Indemnification survive the termination or expiration of this agreement.
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.
The headings used in this agreement and its division into sections, schedules, and other subdivisions do not affect its interpretation. References in this agreement to sections, schedules, and other subdivisions are to those parts of this agreement.
Sales Representative Agreement
The following are attached to and form part of this agreement: List of Existing Customers This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.
This agreement is effective as of the Effective Date, even if any signatures are made after that date. Fiduciary duties play an important role in agency agreements.
An agent shall be loyal to his principal.
No Exclusivity Sample Clauses
The duty of loyalty prohibits an agent from disclosing the principal's business secrets to third parties, even after termination of the agency agreement article d para. Moreover, as a result of his duty of loyalty, an agent is in general not allowed to represent both the principal and the purchaser in the same transaction conflicting representations.
If he still does so, the respective contract, as a rule, yet remains valid, but the agent has to remit to the principal any consideration received from the purchaser and shall indemnify the principal for damages, if any.
On the other hand, an agent is generally entitled to work for several principals, unless otherwise agreed upon in writing see III. During the contract period, non-competition clauses and exclusivity clauses are allowed and must be in writing. Unless otherwise agreed upon in writing, the agent may act on behalf of several principals during the agency relationship article c para. After the termination of the contract, non-competition clauses are allowed but restricted article d para.
In order to be enforceable, such post-contractual non-competition clause must be in writing and reasonably limited with regard to place usually the agent's territorytime at most three years following termination of the agreementand subject as a rule, the principal's business under the agency agreement.
If these three limitations are not sufficiently observed, the judge may reduce the scope of the non-competition obligation accordingly article a para. In case an agent breaches the obligation to not compete, the principal is entitled to damages. In case of a stipulated post-contractual prohibition against competition, the agent has an inalienable right to a special compensation upon termination of the agency agreement so-called waiting allowance according to article d para.
An agent is entitled to the agreed or customary brokerage commission or underwriting commission on all business transactions in which he acted as an intermediary, or which were concluded during the term of his agency agreement. Equally, the agent is entitled to commissions which result from follow-up orders of customers that were solicited by the agent during the term of his agency agreement article t para.
Commissions are usually based on sales prices and calculated as a percentage of such sales prices. In practice, the parties frequently agree on other forms of remuneration, such as payments per pieces sold, lump sum compensations, fixed fees, etc. The Swiss Code of Obligations provides special rules for agents to whom a certain territory or a certain clientele is exclusively allocated see article f para. Such exclusive agents are entitled to the agreed upon or customary commissions on all business transactions that are concluded with customers in that territory or of that clientele during the term of the agency contract, irrespective of whether or not the agents were involved article g para.
Besides the ordinary commissions as outlined above, an agent is occasionally entitled to collection commissions Inkassoprovisionen article l para. The statutory collection commission for amounts collected by the agent, in accordance with special instructions from the principal, may be waived, while delcreder commissions are within the agent's inalienable right.
While performing his contractual obligations, the agent is confronted with costs such as overhead expenses, telecommunication and mailing costs or travel expenses. Under Swiss law, the agent has no claim for reimbursement of such costs and expenses incurred in the ordinary course of his business article n para.
However, costs incurred upon special instructions of the principal shall be compensated article n para. As a guarantee for being paid, the agent has an inalienable right of retention against the principal up to the amount of his claims arising under the agency relationship.
No Exclusivity Sample Clauses
The agent may retain movable property and financial instruments of the principal which are in his possession under the agency agreement article o para. Likewise, an agent is entitled to withhold customer payments which he collected for the principal's account pursuant to a special authority to collect article e para. In the event of the principal's insolvency, the right of retention is granted even for claims not yet due article o para.
Notwithstanding the above, the right of retention is limited to realizable property property which has a market value and therefore can not be exercised, for instance, on the principal's price lists, general conditions of sale, advertising materials, customer lists, and other non-commercial business documents article o para.
The parties may freely negotiate the term and renewal of agency agreements. Although Swiss law does not set specific limits for fixed-term agency agreements, an excessively long duration restricts the personal freedom of either party unduly and thus is void article 27 para.
Most courts are likely to treat exclusive agency agreements with excessively long fixed terms e.
If the agency contract was concluded for a limited period of time, or if such period can be deducted from ist purpose, the agency contract is terminated without further notice upon the expiration of such period article p para. If, in spite of the expiration of the fixed term, the relationship is tacitly continued by both parties, the agreement is deemed to have been renewed.
Thereby, the law explicitly provides that a renewal shall last for the same period of time, but under no circumstances for longer than one year article p para. If the agreement does not specify a determined period unlimited agency agreementand if such period can not be deduced from ist purpose, the party wishing to terminate the agreement has to send a notice of termination.
During the first year of the contract period, the contract can be terminated with a notice period of one month effective as of the end of a calendar month. An agreement of shorter notice must be in writing article q para. If the contractual relationship has lasted for a period of at least one year, it can be terminated with a notice period of two months, effective at the end of a calendar quarter.
Finally, the stipulation of different notice periods for the principal and the agent is prohibited in all cases article q para. Besides the ordinary termination right according to article q CO, both parties have the right to terminate an agency agreement immediately and without notice. Such a termination without notice is only allowed for so called valid reasons termination with cause, article r CO.