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

What a Swedish agency agreement is A commercial agency agreement is a contract where the agent, running an independent business, agrees on a lasting basis to promote the sale or purchase of goods for a principal, either by brokering deals or concluding them in the principal's name, for a fee. The agent is not an employee and carries its own commercial risk. Sweden is an EU member state, so its agency law implements the EU Commercial Agents Directive (86/653/EEC). This gives the agent mandatory protections that the parties cannot remove to the agent's disadvantage before the contract ends. ## The law that governs it The main statute is the Commercial Agency Act (Lag (1991:351) om handelsagentur). It covers agents who promote the sale or purchase of goods and sets the rules on commission, notice and the end-of-contract indemnity. Because it implements the Directive, Swedish courts read it in line with EU case law. For services and for general contract questions the parties also rely on the Swedish Contracts Act (Avtalslagen, 1915:218) and ordinary contract principles. ## Key clauses to include ### Appointment, products and territory

Set out the goods, the territory and whether the agency is exclusive. Exclusivity affects which deals earn commission. ### Authority State whether the agent only brokers deals or may conclude them for the principal. ### Commission Define the rate, the deals that earn commission, the timing of payment and how commission is treated for the exclusive territory. The Act gives the agent commission rights that the contract should reflect rather than contradict. ### Duties The agent must act in good faith and in the principal's interests, follow reasonable instructions and report. The principal must give the agent the information and materials needed to perform. ### Term, notice and termination The Act sets minimum notice periods that lengthen with the duration of the relationship. Draft notice in line with those minimums. ### Post-termination indemnity and non-compete Address the end-of-contract indemnity (see below) and any written restraint of trade, which is limited in scope and time. ## The end-of-contract indemnity When the agency ends, the agent can claim an indemnity (avgangsvederlag) if it brought the principal new customers or significantly grew existing business, the principal keeps benefiting from that, and payment is equitable. This follows the Directive model. The indemnity is capped at one year of the agent's average annual remuneration, calculated over the last five years (or the whole term if shorter). The right cannot be waived to the agent's detriment before the contract ends, and it is reduced or excluded where the agent is at fault for the termination. ## Common mistakes - Drafting notice periods below the statutory minimum.

• Trying to exclude the indemnity in advance, which the Act does not allow.
• Confusing an agent with a distributor; a distributor buys and resells and is treated differently.
• Leaving commission timing unclear, the most common source of disputes. ## Draft and manage it in one workspace A Swedish agency agreement needs its commission terms, notice dates and indemnity exposure tracked over the life of the deal. 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 Sweden 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 Swedish lawyer before you sign.