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

What a Portuguese agency agreement is A commercial agency agreement (contrato de agencia) is a contract where the agent, on a stable and independent basis, undertakes to promote the conclusion of contracts for a principal in a given area, in return for payment. Portuguese courts treat the agent's duty to procure business, acting for another's account, organisational autonomy and a lasting relationship as the core features. Portugal is an EU member state, so its agency law implements the EU Commercial Agents Directive (86/653/EEC) and gives the agent mandatory protections. ## The law that governs it The statute is Decree-Law No. 178/86 of 3 July, as amended by Decree-Law No. 118/93. It sets out the agent's and principal's duties, notice periods, the compensation for unlawful termination and the client indemnity. Courts read it in line with the Directive. ## Key clauses to include ### Appointment, products and territory

Set the goods or services, the area and whether the agency is exclusive. ### Authority State whether the agent only promotes business or may also conclude contracts in the principal's name. ### Commission Define the rate, the deals that earn commission, the timing and the treatment of the exclusive area. ### Duties The agent must act in good faith and protect the principal's interests; the principal must provide the goods, information and support the agent needs. ### Term, notice and termination Article 28 sets minimum notice periods that grow with the length of the contract, commonly 1, 2 or 3 months depending on duration. Article 29 requires compensation where a party ends the contract without proper notice or justification. ### Client indemnity Address the client indemnity under article 33 (below). ## The client indemnity (article 33) When the agency ends, article 33 gives the agent a client indemnity (indemnizacao de clientela) where three conditions are met together: the agent brought new customers or substantially increased business with existing ones; the principal continues to benefit considerably from that activity after the contract ends; and the agent loses commission on deals with those customers. Portuguese courts treat this as compensatory, not as damages, so it is excluded where the agent caused the termination. Two deadlines apply under article 33(4). The agent must notify the principal of the claim within one year of termination, and must then bring any court action within one year of that notice. The indemnity is calculated on an equitable basis and is commonly capped by reference to the average annual remuneration of recent years. ## Common mistakes - Setting notice below the article 28 minimum.

• Missing the twin one-year deadlines to notify and then sue for the client indemnity.
• Assuming the indemnity is automatic; all three article 33 conditions must be met.
• Confusing an agent with a distributor or concessionaire, although courts may apply the agency rules to those by analogy. ## Draft and manage it in one workspace A Portuguese agency agreement carries commission terms, notice dates and indemnity deadlines that a team must track for years. Adira is an AI legal workspace where you can draft a contract from a structured template, see each clause flagged favourable or unfavourable to your side, edit clauses in plain language and keep renewal and notice dates in one place. Depth for non-India jurisdictions such as Portugal 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 statute and case law with a qualified Portuguese lawyer before you sign.