Can an Agent Include a Clause for Post-Termination Commissions?

Question from Ana, Can an Agent Include a Clause for Post-Termination Commissions?

Answer from AI:

In Spain, it is possible for an agent in an agency contract to include a clause that entitles them to commissions for a certain period after the termination of their contract. This is particularly relevant if the agent was responsible for acquiring the client in question. However, there are specific legal considerations and limitations to keep in mind.

Legal Framework

The primary legislation governing agency contracts in Spain is the **Law 12/1992, of May 27, on Agency Contracts**. This law outlines the rights and obligations of both the agent and the principal (the company).

Post-Termination Commissions

According to Article 28 of the Law 12/1992, an agent may be entitled to commissions for transactions concluded after the termination of the agency contract if:

• The transaction is mainly attributable to the agent’s efforts during the period covered by the agency contract and was entered into within a reasonable period after the termination of the contract.
• The order of the third party reached the principal or the agent before the termination of the agency contract.

Inclusion of Specific Clauses

It is possible to include a specific clause in the agency contract that extends the agent’s right to commissions for a defined period after the termination of the contract. This clause should clearly state:

1. The duration of the post-termination commission period (e.g., three years).
2. The conditions under which the commission will be paid (e.g., if the client was originally acquired by the agent).

Practical Steps

If you are considering including such a clause in an agency contract, here are some steps to follow:

1. Draft the Clause: Clearly outline the terms of the post-termination commission, including the duration and conditions.
2. Review Legal Requirements: Ensure that the clause complies with the provisions of Law 12/1992 and any other relevant regulations.
3. Negotiate with the Principal: Discuss the clause with the company to reach a mutual agreement.
4. Consult a Legal Professional: Seek advice from a lawyer specializing in commercial law to ensure the clause is enforceable and protects your interests.

When to Seek Legal Advice

While it is possible to include a post-termination commission clause in an agency contract, the specific terms and enforceability can be complex. It is advisable to consult with a legal professional to:

• Ensure the clause is legally sound and enforceable.
• Understand any potential limitations or risks.
• Receive personalized advice based on your specific situation.

For more detailed information, you can refer to the [Law 12/1992 on Agency Contracts](https://www.boe.es/buscar/doc.php?id=BOE-A-1992-12740).

Remember, while general guidelines can be helpful, personalized legal advice is crucial for ensuring that your rights and interests are fully protected.