Agency Agreement in France: Template, Key Clauses and Local Law (2026)

A commercial agency agreement in France is governed by rules that protect the agent, and the most expensive of them cannot be waived in advance. The headline point is the end-of-contract indemnity, which French courts commonly value at about two years of gross commission with no statutory cap. If you draft without knowing this, you can owe far more than you expected when the relationship ends. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a French lawyer. ## What law governs agency agreements in France? Commercial agency sits in the Code de commerce, Articles L134-1 to L134-17, introduced by the Law of 25 June 1991 that implemented the European Commercial Agents Directive (86/653/EEC). General contract rules in the Code civil, reformed by the 2016 ordinance on the law of obligations, fill the gaps. A commercial agent (agent commercial) is an independent intermediary engaged on a continuing basis to negotiate, and possibly conclude, sales or purchases in the name and for the account of a principal. The agent does not buy and resell on its own account; that would be a distributor, under a different regime. French courts look at the real function, not the label, so a party given genuine power to negotiate terms will be treated as an agent even if the contract calls it something else. The decisive drafting point: the core protections are in the agent's favour and you cannot sign them away at the outset. ## The protective rules you must respect ### End-of-contract indemnity (indemnite de cessation de contrat), Article L134-12 When the agency ends, the agent is generally entitled to an indemnity for the harm suffered. Unlike Germany and Spain, France sets no statutory cap tied to one year's pay. French case law instead settled on a customary benchmark of about two years of gross commission, calculated on the average of recent years, though the court assesses the actual loss. The Cour de cassation has confirmed that the indemnity compensates the future loss of income from the shared customer base, and that it is not reduced just because the agent quickly found similar work. The agent must notify its claim within one year of termination, or the right is lost. ### When the indemnity is not owed, Article L134-13 The indemnity falls away in limited cases: termination caused by the agent's serious fault (faute grave), the agent ending the contract on its own initiative (unless justified by age, illness or the principal's conduct), or the agent assigning the contract to a third party with the principal's agreement. The burden of proving serious fault is on the principal. ### Post-termination non-compete, Article L134-14 A clause that restrains the agent after the contract ends is valid only if it is in writing, limited to the geographic area and, where relevant, the customers and the type of goods or services the agent handled, and lasts no more than two years after termination. ### Notice, Article L134-11 Agreements of indefinite duration require notice: one month in the first year, two months in the second, and three months from the third year on. A fixed-term contract that the parties keep performing after its end date becomes an indefinite one. ## Key clauses in a French agency agreement - Appointment and scope: products or services, territory, and whether exclusive, sole or non-exclusive. Agency is non-exclusive unless the contract says otherwise.

• Agent's duties: act in the principal's interest, follow reasonable instructions, report on the market and orders, and act in good faith.
• Principal's duties: provide documentation and samples, give the information the agent needs, warn of expected falls in volume, and pay commission on time.
• Commission: rate, accrual, statements, payment dates, treatment of returns and bad debts, and a right to verify the figures (Articles L134-5 to L134-9).
• Minimum targets: optional; state clearly whether a shortfall is a breach or just a trigger for review.
• Term and termination: fixed or indefinite, notice periods, and immediate termination only for serious fault.
• End-of-contract indemnity: you cannot exclude it; you can record how the parties will approach the calculation to limit disputes.
• Non-compete: maximum two years, in writing, scope-limited.
• Confidentiality and data protection: protect customer and pricing data; address the GDPR and the French Data Protection Act (Loi Informatique et Libertes) where personal data is processed.
• Governing law and forum: French law and a chosen court or arbitration. An agent operating in France or the EU may keep the mandatory protections even if another law is chosen. ## A simple drafting skeleton 1. Parties and date

2. Definitions (products, territory, customers, net sales)
3. Appointment and exclusivity
4. Term and renewal
5. Agent's obligations
6. Principal's obligations
7. Commission: rate, accrual, statements, payment, verification
8. Minimum performance (if any)
9. Confidentiality and data protection
10. Intellectual property and use of brand
11. Termination and notice
12. End-of-contract indemnity
13. Post-termination non-compete (max two years, defined scope)
14. Liability and indemnities
15. Governing law (French) and dispute resolution
16. Signatures Draft the commission, termination, indemnity and non-compete clauses with the most care, because together they decide the cost of ending the relationship. ## Where this differs by jurisdiction EU agency regimes share a spine: commission, notice, an end-of-contract payment and a capped non-compete. France stands out because its indemnity is not capped at one year and usually runs to about two years of commission, while Spain and Germany cap the goodwill indemnity at one year's average pay. The non-compete ceiling is two years in France, the same as the Netherlands and Germany, but only six months in Belgium. Do not reuse a French template for another country without checking the local implementing statute. ## Keeping a cross-border agency portfolio under control If you run agents in several countries, the hard part is not one contract. It is tracking which indemnity rule applies where, when each notice period runs, and which renewal is due. That work (drafting from a tuned template, flagging risky clauses, tracking renewals, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for French law. More at Adira. The law above stands on its own. ## Bottom line A French agency agreement is valid only if it respects the Code de commerce rules on commission, notice, the end-of-contract indemnity and the two-year non-compete cap. Draft the commercial terms freely, plan for an indemnity that French courts often set near two years of commission, pick French law and forum, and get French advice before signing a real deal.