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

A commercial agency agreement in Germany is where a principal appoints a self-employed intermediary (the Handelsvertreter) to solicit or conclude business on the principal's behalf on a continuing basis. German law treats the agent as a protected party, and several rules cannot be waived in advance. The single most important one is the agent's goodwill indemnity when the agreement ends. If you draft a German agency deal as if it were a simple common-law contract, you can be surprised by a large payment at the end. This is general information, not legal advice. German agency law is codified and strict, and outcomes depend on your facts. Confirm your position with a qualified German lawyer before relying on a template. ## The local law that governs a German agency - Handelsgesetzbuch (HGB), sections 84 to 92c. These provisions define the commercial agent and set mandatory protections. They implement the EU Commercial Agents Directive 86/653/EEC, so the framework is familiar across the EU.

• Goodwill indemnity, HGB section 89b. When the agency ends, the agent can claim an indemnity (Ausgleichsanspruch) where the principal keeps substantial benefit from customers the agent brought in and the payment is equitable. This claim cannot be excluded or limited in advance, is capped at the average of one year's commission over the last five years, and must be asserted within one year of termination. It generally does not apply where the agent ends the contract without cause.
• Notice periods, HGB section 89. Minimum notice rises with the length of the relationship, from one month in the first year up to six months after five years.
• Commission, HGB sections 87 to 87c, and the agent's right to information and a statement of account.
• Post-contractual non-compete, HGB section 90a, which is only valid for up to two years and requires the principal to pay compensation.
• Competition law. German competition law (GWB) and EU Article 101 TFEU apply to restrictions that go beyond genuine agency. ## Key clauses to get right - Appointment and territory. Name the products, the territory, and whether the agency is exclusive. Define whether the agent concludes contracts or only solicits orders.
• Commission. Set the rate and triggers consistently with HGB sections 87 to 87c, including commission on repeat and follow-on orders.
• Indemnity planning, section 89b. You cannot waive it, but you can model its likely size and build it into pricing. Keep records of which customers the agent introduced.
• Notice and termination. Match or exceed the statutory minimums in section 89 and set clear grounds for termination for cause.
• Post-contractual non-compete, section 90a. If you want one, cap it at two years and provide for the mandatory compensation.
• Confidentiality, data protection, and intellectual property. Address GDPR and the German Federal Data Protection Act where the agent holds personal data.
• Governing law and jurisdiction. Note that the section 89b indemnity can still apply even if you choose another law, where the agent works in the EU. ## A simple skeleton 1. Parties and definitions

2. Appointment, territory, and exclusivity
3. Scope of authority
4. Agent's duties
5. Principal's duties
6. Commission and statements of account
7. Term and notice (section 89)
8. Termination for cause
9. Goodwill indemnity (section 89b)
10. Post-contractual non-compete (section 90a)
11. Confidentiality, data protection, and intellectual property
12. Governing law and jurisdiction
13. Signatures ## Common mistakes - Trying to waive or cap the section 89b indemnity in advance. Such a clause is void.

• Setting notice periods below the HGB section 89 minimums.
• Writing a post-contractual non-compete longer than two years or without compensation, which makes it unenforceable under section 90a.
• Keeping no record of which customers the agent introduced, which makes the indemnity harder to manage.
• Assuming a foreign governing-law clause removes the indemnity for an agent working in the EU. ## One workspace for your contracts Because the indemnity depends on customer history, German agency contracts reward good record-keeping. Adira is an AI legal operating system that drafts, reviews, and tracks contracts as a structured clause tree, with obligations and dates in one place. Adira is India-first today, and deeper non-India jurisdiction support, including Germany, is on its roadmap, so use it as a drafting and tracking workspace rather than a source of German legal advice for now.