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

What a Polish agency agreement is A commercial agency agreement (umowa agencyjna) is a contract where the agent, within its own business, agrees on a lasting basis to broker contracts for a principal, or to conclude them in the principal's name, in return for a fee. The agent is an independent business, not an employee. Polish courts look at the substance, not the label. A contract called a mandate or commercial representation can still be an agency if it has the features set out in the Civil Code. ## The law that governs it Agency is regulated by the Polish Civil Code (Kodeks cywilny), articles 758 to 764-9. These provisions implement the EU Commercial Agents Directive (86/653/EEC), so Polish courts read them in line with EU case law. Many rules are default rules that the parties can change by clear wording, but the end-of-contract protections for the agent are mandatory. Article 758 defines the agent. Article 758-1 sets out the right to commission where the method of payment is not otherwise agreed. Article 764-3 contains the equalisation claim after termination. ## Key clauses to include ### Appointment, products and territory

State the goods or services, the territory and whether the agency is exclusive. ### Authority to bind Under article 758, the agent may conclude contracts or receive statements for the principal only if authorised to do so. Say clearly which the agent has. ### Commission Set the rate, the deals that earn commission (number or value of contracts concluded), timing and payment. Address the exclusive territory and any del credere, which Polish law allows only in writing and for a separate fee. ### Duties The agent must act loyally and keep the principal informed; the principal must give documents and information and pay commission on time. ### Term, notice and termination Set the term and notice. For open-ended contracts the Code sets minimum notice periods that grow with the length of the relationship. ### Equalisation claim and non-compete Address the post-termination equalisation claim (below) and any restraint of trade, which under the Code is limited to a maximum of two years after the contract ends and must be paid for unless agreed otherwise. ## The equalisation claim When the agency ends, article 764-3 gives the agent an equalisation claim (roszczenie o swiadczenie wyrownawcze) where the agent brought new customers or significantly grew business with existing ones, the principal keeps deriving substantial benefits, and the claim is equitable. The claim is capped at one year of the agent's average annual remuneration over the last five years (or the whole term if shorter). The agent must assert it within one year of termination. It is excluded where the principal ended the contract due to the agent's fault, where the agent terminated without justification, or where the agent assigned its rights and duties to another party with the principal's agreement. ## Common mistakes - Setting notice periods below the statutory minimum for open-ended contracts.

• Agreeing a del credere or a non-compete without the required written form.
• Missing the one-year window to bring the equalisation claim.
• Treating an agent as a distributor, which changes the analysis. ## Draft and manage it in one workspace A Polish agency agreement has commission terms, notice dates and an equalisation exposure that someone must track for years. Adira is an AI legal workspace where a team can draft a contract from a structured template, see each clause flagged favourable or unfavourable to its side, edit clauses in plain language and keep renewal and notice dates in one place. Depth for non-India jurisdictions such as Poland is on the roadmap, so confirm local coverage first. You can see the approach at Adira. This article is general information, not legal advice. Confirm the current Civil Code text and case law with a qualified Polish lawyer before you sign.