I hope that this analysis, although not exhaustive, can help to understand the possible consequences of the application of Italian law to an international agreement on agencies and to take prudent decisions when drawing up the agreement. As always, we recommend that you do not rely on contractual forms or standard precedents without due consideration of all the circumstances of the case. As a general rule, CbAs intend to transpose the provisions of the Civil Code and those of Directive 653/86. However, contractual CBAs often deviate from these rules and some derogations are important. For example, CBAs allow a client to unilaterally change the agent`s territory, contract products, customer range and commission. Cost-benefits- Cost-costs have their own calculation of the agent`s remuneration for the post-contractual non-compete agreement. ASAs have special rules regarding termination compensation. For many years, collective agreements (KNK) have also governed agency contracts. These are agreements that are regularly concluded between associations representing principals and representatives in different sectors (production, trade and some others). Italian law: it regulates the contract if it is elected by the parties or, even if there is no choice, following the agent who has his domicile or registered office in Italy. Italian law: it governs the contract when it is chosen by the parties, without prejudice to any (binding) (internationally binding) provisions of public policy (internationally) in the country where the agent resides and executes in accordance with the Rome I Regulation.
Situations where agency contracts are more likely to give rise to a conflict of laws – making it an “international”, are (i) the principal`s headquarters are located in a country other than the agent`s headquarters; or (ii) the contract is performed abroad, even if the registered office of the procuring entity and the agent are both in the same country. CBAs: They do not automatically regulate the contract (because the agent operates abroad), but only if they have been explicitly mentioned in the agreement or applied de facto. This could be done more or less intentionally, for example when an Italian client uses with foreign agents the same contractual forms as with Italian agents, which usually contain a lot of references to CBAs. What are the rules applicable to international agency agreements? CBAs: If the agreement is governed by Italian law, CBAs with the force of law apply, while those with contractual value do not apply, unless explicitly referred to or applied de facto. Enasarco: According to the Ministry of Labour, if EU rules are applied, registration may be required from a foreign client for the benefit of an agent established abroad if that agent operates in Italy or has his place of interest in Italy. Otherwise, the laws in force require a case-by-case analysis. .