{"reference":"AGT-ACME-IT-2026","effective_date":"2026-05-01","principal":{"legal_name":"Acme Supplies SRL","address":"Rue de la Loi 100, 1040 Brussels, Belgium","registration_number":"BE0123456789","vat_id":"BE0123456789","representative_name":"Isabelle Durand","representative_role":"Managing Director","contact_email":"partners@acme-supplies.be"},"agent":{"legal_name":"Rossi Sales Srl","address":"Via della Conciliazione 44, 00193 Roma, Italy","registration_number":"IT07654321098","vat_id":"IT07654321098","representative_name":"Marco Rossi","representative_role":"Titolare","contact_email":"m.rossi@rossisales.it"},"territory":["IT"],"products_or_services_in_scope":["Acme SupplyFlow workflow-automation platform (all editions)","Acme ConnectPack integration connectors","Ancillary professional services, brokered only (contracting is Acme's)"],"exclusivity":"exclusive","commission_rate_pct":10.0,"commission_basis":"Commission pursuant to Art. 7 of Council Directive 86/653/EEC: 10% of the net invoiced amount (excluding VAT, shipping and third-party pass-throughs) of any transaction concluded during the term of this Agreement and attributable to the Agent's activity, whether concluded directly by the Agent or accepted by the Principal from a customer in the Territory. Commission is earned when the Principal has executed the transaction or should have executed it; commission is paid on the last day of the month following the quarter in which it is earned.","expenses_policy":"The Agent bears its own expenses unless the Principal instructs specific activities (trade-fair attendance, customer visits outside the Territory) in writing, in which case pre-approved expenses are reimbursed at cost.","agent_obligations":["Act in good faith and look after the interests of the Principal (Art. 3(1) Dir. 86/653/EEC).","Make proper efforts to negotiate and, where applicable, conclude the transactions entrusted to the Agent (Art. 3(2)(a)).","Communicate to the Principal all necessary information available to the Agent (Art. 3(2)(b)).","Comply with reasonable instructions given by the Principal (Art. 3(2)(c)).","Maintain confidentiality of the Principal's business information during and after the term of this Agreement.","Not represent competing products in the Territory during the term without the Principal's prior written consent."],"principal_obligations":["Act in good faith towards the Agent (Art. 4(1) Dir. 86/653/EEC).","Provide the Agent with the necessary documentation relating to the products (Art. 4(2)(a)): product sheets, pricing, technical documentation in English and Italian.","Obtain for the Agent the information necessary for the performance of the Agency Contract (Art. 4(2)(b)).","Notify the Agent within a reasonable period of acceptance, refusal, or non-execution of any transaction procured (Art. 4(3)).","Notify the Agent within a reasonable period of any anticipated reduction in the volume of business significantly below what the Agent could normally have expected.","Supply a statement of the commission due no later than the last day of the month following the quarter in which it became due (Art. 12(1))."],"term":{"type":"indefinite","start_date":"2026-05-01"},"termination_provisions":{"notice_periods":"Either party may terminate the Agreement subject to the minimum notice periods set out in Art. 15 of Council Directive 86/653/EEC: one (1) month during the first year, two (2) months during the second year, and three (3) months during the third year and each year thereafter. The parties agree on a uniform notice period of four (4) months after completion of the third year, as permitted by Art. 15(3). Notice must be given at the end of a calendar month.","indemnity_or_compensation_clause":"On termination of this Agreement, the Agent shall be entitled to an indemnity pursuant to Art. 17(2) of Council Directive 86/653/EEC (as transposed in Italy), provided that (a) the Agent has brought the Principal new customers or has significantly increased the volume of business with existing customers and the Principal continues to derive substantial benefits from the business with such customers, and (b) the payment of this indemnity is equitable having regard to all the circumstances. The indemnity shall not exceed a figure equivalent to an indemnity for one year calculated from the Agent's average annual remuneration over the preceding five years or, where the Agreement has been in force for less than five years, the average for the period in question. The grant of an indemnity shall not preclude the Agent from seeking damages."},"post_termination_non_compete_optional":{"duration_months":12,"territory":"Italian Republic","activities":"The Agent shall not, directly or indirectly, represent, sell, or otherwise promote workflow-automation platforms competing with Acme SupplyFlow targeted at Italian SMEs in the 20–250 employee segment.","compensation":"During the 12-month restricted period the Principal shall pay the Agent EUR 3,000 per month as consideration for the restraint, payable on the last day of each month. Pursuant to Art. 20(2) Dir. 86/653/EEC, this restraint of trade clause is limited to the Territory, to the group of customers entrusted to the Agent, and to the kind of goods covered by the Agreement."},"governing_law":"The laws of Italy, with exclusive jurisdiction of the courts of Rome. Mandatory provisions of Council Directive 86/653/EEC as transposed in Italy apply notwithstanding any contrary provision of this Agreement.","signatories":[{"party":"principal","name":"Isabelle Durand","role":"Managing Director, Acme Supplies SRL","date":"2026-04-20","place":"Brussels"},{"party":"agent","name":"Marco Rossi","role":"Titolare, Rossi Sales Srl","date":"2026-04-24","place":"Roma"}]}