Agency Agreement

AGENCY AGREEMENT

(In accordance with Article 102 of the Turkish Commercial Code and related provisions – exclusive/non-exclusive; sample draft)

Warning / Note: This draft is general in nature and should be adapted to the specifics of each case. In areas subject to special regulation, such as insurance agency, the provisions of the relevant special legislation (e.g., Insurance Law No. 5684) shall also apply. The fields in square brackets below [ ... ] should be filled in according to specific data.

1. PARTIES

1.1. Client / Represented Trader
Title: [……………… Inc./Ltd. Co.]
MERSIS No: […………]
Address: […………]
KEP: […………]
Tax Office/No: […………]
Representative: [Name Surname / Position]

1.2. Agent (Independent Trader)
Title/Name Surname: […………]
MERSIS/TCKN: […………]
Address: […………]
KEP: […………]
Tax Office/Number: […………]
Representative: [Name Surname / Position]

1.3. The Parties shall be referred to collectively as “Party(s)” and individually as “Party”.

2. DEFINITIONS AND INTERPRETATION

2.1. Agent : As defined in Article 102 of the Turkish Commercial Code, it refers to an independent merchant authorized, based on a contract, to continuously conclude contracts or act as an intermediary in contracts on behalf of the Client within a specific location/region .

2.2. Region: The geographical area for which the agent is authorized: [list of provinces/countries/postal codes].
2.3. Product/Service: [list of products/services, model codes].
2.4. Customer: Any natural or legal person currently or potentially purchasing/ordering the Product/Service in the Region.
2.5. Commission: The agent's brokerage/performance commission and any variable fees such as premiums and bonuses, if applicable, to which the agent is entitled pursuant to the Turkish Commercial Code and this Agreement.

3. SUBJECT MATTER, NATURE AND BASIS OF THE AGREEMENT

3.1. This Agreement governs the Agent's an intermediary/contractor , its related rights and obligations, commission and payment terms, competition and confidentiality provisions, and the consequences of termination.

3.2. The parties acknowledge that the Agency is an independent business entity; that there is no employment contract; that this Agreement a service contract ; that the Agency operates in its own name and on its own behalf; and that personnel, tax, and social security obligations belong to the Agency.

3.3. The supporting legislation is primarily the provisions of the Turkish Commercial Code regarding agency (Article 102 and related articles of the TCC), the Turkish Code of Obligations, and other relevant legislation.

4. AUTHORITY, REPRESENTATION AND TERRITORY

4.1. Type of Authorization
The agent's authorization: [authorization to act as an intermediary / conclude contracts only].

• If the agency is authorized to conclude contracts: The scope, limits, and any special authorizations granted to the agency are clearly indicated in Annex-1 Authorization Document
• If authorization to act as an intermediary has been granted: The agent is not authorized to make binding statements or commitments; all approvals rest with the Client.

4.2. The
Agent's jurisdiction [exclusive/non-exclusive] and the Region is: [definition].

• If exclusive: The client is obligated not to sell directly or through third parties in the Region; and not to appoint any other agents in the Region.
• Unless exclusive: The client may conduct direct sales in the Region and/or appoint other intermediaries/agents.

4.3. Sub-Agents
The Agent the prior written consent . If consent is given, the sub-agent shall be jointly and severally liable with the Agent for the actions of the sub-agent.

4.4. Registration and Publication
If representation authority has been granted, the authorizations and restrictions relating to the Agency may be registered/publicated in the commercial registry. The fulfillment of registration/publication obligations shall be carried out in accordance with the written agreement of the Parties.

5. AGENT'S LIABILITIES

5.1. Diligence and Loyalty: The agency will conduct its activities with integrity and diligence, like a prudent merchant; it will comply with the client's instructions, price lists, brand positioning, legislation, and ethical rules.

5.2. Marketing and Reporting: Market monitoring, customer visits, forwarding offers/orders, tracking sales and collection processes; [weekly/monthly] report submission.

5.3. Information: Providing prompt written notification of customer complaints, defects, risks, and significant market developments; obtaining prior consent for matters affecting the terms of sale.

5.4. Confidentiality: All confidential information, including trade secrets, pricing policies, technical data and personal data, shall remain confidential during the term of the Agreement and for [5] years thereafter.

5.5. Conflict of Interest and Competition : During the contract period, the Contractor may not represent products/services that directly compete with the Client's products/services [without the Client's written consent] ; nor may they engage in any conduct that constitutes unfair competition.

5.6. Compliance with Legislation: The company complies with all applicable export/import, customs, embargo, anti-bribery, consumer, product safety, e-commerce , and similar legislation in all its activities.

6. CLIENT'S DEBTS

6.1. Provision of Information and Documents: Timely sharing of current price lists, catalogs, technical documents, sales terms, and campaigns.

6.2. Approval and Confirmation: Responding to orders/offers within a reasonable time frame as part of the agency authorization; if representation authorization has been granted, providing the necessary power of attorney/access for the Agent to properly exercise their authorization.

6.3. Commission Payment: Timely payment of commission, premiums, and expense refunds in accordance with this Agreement and the provisions of the Turkish Commercial Code.

6.4. Exclusivity Obligations: Compliance with the obligation not to conduct direct sales or appoint third parties in the region under the exclusive authorization.

7. COMMISSION, PREMIUMS AND EXPENSES

7.1. Commission Rate : The agent will be paid a commission of […%] for each sale made in the Region that the agent [brokered/concluded/originated from the Region] . Alternative calculation methods are shown in Appendix 2 Commission Table

7.2. The Birth of the Commission:

• In brokerage transactions, commission arises upon the conclusion of the sales contract and the client's written/online confirmation of the order.
• In representation arrangements, commission arises from the contract the agent enters into on behalf of the client.
• If the commission fee is tied to the performance of the sale and/or collection of the payment, this condition shall be explicitly stated in Annex 2

7.3. Due Date and Payment : The commission is paid to the Agency within [30] days against [invoice/self-employment receipt] together with the [monthly] account statement for the relevant period . In case of delay, commercial default interest will be applied.

7.4. Objection: If the client does not object in writing to the account statement [15] days, the account will be deemed to be in agreement.

7.5. Return/Cancellation : In case of cancellation, return, or non-payment of the payment due to customer-related reasons, the commission will be refunded [in full/proportional) or deducted from the next period's receivables. Defect and warranty procedures are subject to [Appendix-3 Sales Terms]

7.6. Expenses: Ordinary expenses related to agency activities are the responsibility of the Agent. Extraordinary expenses will be reimbursed upon documentation.

7.7. Bonus : Terms for [tiered bonus] and/or [regional growth bonus] based on exceeding the target are regulated in Appendix 4 Performance Criteria

8. PRICING, CONTRACT TERMS AND LIMITATIONS OF AUTHORITY

8.1. The agent does not have the authority to unilaterally change discounts, campaigns, guarantees, delivery and payment terms [or is limited to the limits in Appendix-1].

8.2. Undertakings outside the scope of the power of attorney and representation documents are not binding on the Client; the Agent is liable for damages arising from such statements.

9. INTELLECTUAL PROPERTY AND TRADEMARK USAGE

9.1. The Client's trademarks, trade names, logos, visual/audio materials, catalogs, and content only be used for promotional and sales activities within the scope of this Agreement, in accordance with the Client's written instructions.

9.2. Unless otherwise agreed, the rights to the localization/translation work carried out by the agency belong to the Client.

10. PERSONAL DATA AND PRIVACY

10.1. The parties shall act in accordance with Law No. 6698 on the Protection of Personal Data and related legislation; and shall comply with their obligations to process, transfer, store, and destroy customer data in accordance with the law. 10.2. If the agency uses subcontractors/personnel, it is mandatory to secure confidentiality and data security obligations with a written contract. 10.3. In case of suspicion of a data breach, the other party shall be immediately informed in writing.

11. AUDIT, RECORDS AND BOOKS

11.1. The Agent shall keep records relating to sales, offers, visits, collections and commission accounts [10] years.
11.2. The Client may audit the Agent’s records relating only to this Agreement at reasonable intervals and frequencies, with prior notice.

12. CONSEQUENCES OF TERM, TERMINATION AND EXPIRY

12.1. Duration: The contract [definite/indefinite] period. Start date: […/…/….]; end date (if specified): […/…/….].

12.2. Dissolution:

• Immediate termination for just cause: In the event of a serious breach by either party, the contract may be terminated immediately by written notice.
• Termination with notice (in indefinite term contracts): The parties [3] months in advance.
• In fixed-term contracts: They terminate automatically at the end of the term; implied extension .

12.3. Compensation for Portfolio Development : In the event of termination of the contract, provided that all conditions in the Turkish Commercial Code are met , the Agent may request compensation if they have acquired a new client/client volume from whom the Client will benefit significantly after the contract . This request;

• It cannot exceed the upper limit set in the Turkish Commercial Code (generally accepted: the average annual commission amount for the last five years – or for the shorter contract period ).
• Claims cannot be made in cases of fault on the part of the agent or termination of the contract for just cause attributable to the agent .
• The claim must be submitted in writing within [one year] of the termination of the contract

12.4. Return Obligations : Upon termination, all documents, samples, equipment and records belonging to the Client shall be returned within [7] days; destruction of customer data shall be documented in writing

12.5. Continuing Provisions: The provisions relating to confidentiality, personal data, non-compete, unfair competition prohibition, and intellectual property rights shall remain in effect even after the termination of this agreement.

13. NON-COMPETITION AND CUSTOMER BASE

13.1. Non-Compete Clause for the Term of the Agreement : The Agent agrees not to compete in the Region with products /services that are identical to or directly substitute for the Client's products/services

13.2. Non-Compete Clause After Termination (optional – within the framework of the Turkish Commercial Code) : The parties may agree [in writing] to refrain from competing for a maximum of two years after termination, limited to the [Region] and [customer base] . In case of breach of the prohibition, a penalty of [… times the current year's average commission] will be paid. Note: This provision is subject to the validity requirements of the Turkish Commercial Code, and competition must remain within fair limits.

14. UNFAIR COMPETITION AND ETHICS

14.1. The parties shall refrain from actions constituting unfair competition; they shall not engage in activities such as false/misleading advertising, brand/product defamation, or the recruitment of mystery shoppers.

15. FORCE MAJEURE

15.1. Force majeure: Unforeseen and unavoidable events such as natural disasters, war, terrorism, strikes/lockouts, actions of public authorities, widespread cyberattacks and similar events.
15.2. The affected Party shall notify the event [3] days; the effects shall be eliminated within a reasonable time. If the force majeure event [30] days, the Parties shall negotiate; if no agreement is reached, the other Party [15] days' prior notice.

16. NOTIFICATIONS

16.1. Notifications KEP (, registered mail with a wet signature , or secure electronic signature . E-mail notifications do not constitute legal notice unless confirmed in writing by the recipient.

17. TRANSFER BAN

17.1. Neither party may assign its rights and obligations under this Agreement to third parties without the prior written consent of the other party

18. PENALTY CLAUSE AND CLAIM RIGHTS

18.1. In case of breach of contract, a penalty of […… TL] will be applied depending on the nature of the breach. The penalty does not prevent the Parties from claiming compensation for additional damages .

19. APPLICABLE LAW AND DISPUTE RESOLUTION

19.1. Turkish law shall apply to this Agreement.

19.2. The Istanbul (Central) Courts and Enforcement Offices have jurisdiction in disputes. (Optional) The parties may agree to arbitration with [one/three] arbitrators in accordance with the ISTAC Arbitration Rules

20. EFFECTIVE DATE, INTEGRITY AND AMENDMENTS

20.1. This Agreement [……] articles and [Annex-1/…] annexes and constitutes the entire agreement between the Parties, replacing any prior written/oral agreements.
20.2. Amendments are valid only writing and signed by authorized representatives.
20.3. The invalidity of one provision shall not affect the other provisions (partial invalidity).

21. STAMP DUTY AND EXPENSES

21.1. Stamp duty and other legal obligations relating to the contract [half by the parties / half by the client] .

22. INFORMATION ON PERSONAL DATA (SHORT TEXT)

22.1. The parties agree that the personal data of the other party's employees/representatives/customers will be processed for the purposes of establishing/performing the contract and fulfilling legal obligations, and that the necessary information has been provided in accordance with Article 10 of the KVKK (Personal Data Protection Law).

23. SIGNATURE BLOCKS

CLIENT
Title: [………………]
Authorized Person: [Name Surname]
Signature:
Date: [……/……/……]

AGENT
Title/Name Surname: [………………]
Authorized Person: [Name Surname]
Signature:
Date: [……/……/……]

LIST OF ATTACHMENTS

• Appendix 1: Authorization Certificate (limits of representation/brokerage, special authorizations, registration/publication notes)
• Appendix 2: Commission Table and Payment Schedule (rates, triggers, refund/cancellation conditions)
• Appendix 3: Terms of Sale and Delivery (INCOTERMS, delivery/payment, defect and return procedures)
• Appendix 4: Performance Criteria and Bonus System (Targets, KPIs, periodic revisions)
• Appendix 5: Summary of KVKK Technical-Administrative Measures (access, storage, destruction policies)