Commercial Agency Agreement Template — Ireland

COMMERCIAL AGENCY AGREEMENT

European Communities (Commercial Agents) Regulations 1994 (SI 33/1994) — Ireland

The Principal appoints the Agent as its commercial agent for the Products in the Territory, and the Agent accepts the appointment, on the terms of this Agreement. The Agent shall act independently and shall not be an employee of the Principal. The Agent shall use its commercial skill and knowledge of the Territory to promote, solicit and (subject to clause 3) negotiate sales of the Products on the Principal's behalf.

Territory: The Republic of Ireland and Northern Ireland.
Products / Services: Craft beer products manufactured by the Principal under the "O'Sullivan's" brand, including IPA, Stout, Lager and seasonal special editions; together with any new product line added during the Term subject to the parties' written agreement..
Customer Group: Licensed on-trade outlets (pubs, hotels, restaurants) and independent off-licences.
Exclusivity: Exclusive — the Principal shall not appoint any other agent or sell directly into the Territory for the Products.

The Agent has authority only to negotiate contracts on behalf of the Principal. The Agent does not have authority to conclude or sign contracts; all orders are subject to acceptance by the Principal.
Customer acceptance procedure: The Agent shall transmit each order received to the Principal within 5 working days. The Principal shall communicate acceptance or rejection within 10 working days, failing which the order shall be deemed accepted. The Principal may reject any order for any reason, including credit risk, capacity or pricing.

The Agent shall comply with the duties imposed by Regulation 3 of SI 33/1994, namely: (a) act dutifully and in good faith; (b) make proper efforts to negotiate and (where authorised) conclude transactions; (c) communicate to the Principal all necessary information available to the Agent; (d) comply with reasonable instructions from the Principal. The Agent shall not directly or indirectly represent any goods or services that compete with the Products during the Term without the Principal's prior written consent.

The Principal shall comply with the duties imposed by Regulation 4 of SI 33/1994, namely: (a) act dutifully and in good faith; (b) provide the Agent with documentation relating to the Products (samples, brochures, price lists); (c) obtain for the Agent the information necessary for the performance of the agency contract (in particular, advise the Agent of any anticipated significant decrease in volume); (d) inform the Agent within a reasonable period of acceptance, refusal or non-execution of any orders procured by the Agent.

Rate: 12% (the "Commission Rate").
Base: The net invoiced price (excluding VAT, freight, customs duties and credit notes) received by the Principal from customers introduced or solicited by the Agent in the Territory..
When commission becomes due: Commission becomes due as soon as the customer has paid the Principal in full (Regulation 10(2) of SI 33/1994). Payment to the Agent shall be made by bank transfer within 14 days of the end of the calendar month in which the customer paid..
Commission statements: the Principal shall supply the Agent with a written commission statement showing all amounts of commission due, the orders to which they relate and the basis of calculation, monthly, by the 15th day of the following month (Regulation 12 of SI 33/1994). The Agent has the right to demand all information, including extracts from the Principal's books, needed to check the commission statements. De credere: in addition to the Commission Rate, the Agent shall receive an additional 3% commission on transactions for which the Agent has guaranteed customer payment (Regulation 19 — del credere).

This Agreement commences on 1 July 2026 and continues for an indefinite term.
Notice (Regulation 15 minima — cannot be reduced): one month during the first year; two months during the second year; three months thereafter. A longer notice period may be agreed; the Principal's notice period may not be shorter than the Agent's. Notice must be given to expire at the end of a calendar month unless the parties agree otherwise in writing.

Either party may terminate by written notice with the minimum notice required under Regulation 15: one month during the first contract year, two months during the second contract year, three months thereafter. Either party may terminate immediately for material breach by the other (Regulation 16) including persistent failure to remit payments, breach of post-termination obligations, insolvency or analogous events..
Compensation (Regulation 17(3) — mandatory): on termination of this Agreement by the Principal (and on certain other terminations recognised by Regulation 17), the Agent is entitled to compensation calculated on the Lonsdale v Howard and Hallam [2007] UKHL 32 basis (the value of the agency at termination as if sold to a third-party purchaser) or by reference to the European Commission alternative of approximately two years of average annual commission calculated from the preceding three years. This right is non-excludable and cannot be reduced or waived. Notification: The Agent acknowledges that a claim for compensation under Regulation 17(3) of SI 33/1994 must be notified to the Principal in writing within one year of termination. The Principal acknowledges that this right is non-excludable and that compensation shall be calculated on the Lonsdale v Howard and Hallam basis (the value of the agency to a third-party purchaser). Cases where compensation is NOT payable (Regulation 18): (a) the Principal terminates because of default attributable to the Agent that would justify immediate termination under Regulation 16; (b) the Agent terminates the Agreement except where justified by the Principal's circumstances or by the Agent's age, infirmity or illness; (c) the Agent assigns its rights and duties to another with the Principal's consent.

Notwithstanding the exclusivity in clause 2, the Principal reserves the right to: (a) continue to supply the customers listed in Schedule 1 (existing customers as at the Commencement Date); (b) supply directly any "Key Account" customer with an annual order value exceeding €100,000; (c) operate the Principal's own e-commerce website for direct-to-consumer sales. No commission is payable to the Agent on these reserved sales.

In accordance with Regulation 20 of SI 33/1994, the Agent agrees that for a period of 12 months after termination of this Agreement, the Agent shall not, within The Republic of Ireland and Northern Ireland (matching the Territory), directly or indirectly carry on, be employed by, or have any material interest in any business that competes with the Principal in respect of Craft beer products competitive with the "O'Sullivan's" range. The parties acknowledge that this restraint is limited to the territory and products entrusted to the Agent, does not exceed two years, and is reasonable having regard to the legitimate interest of the Principal in protecting its customer connection and confidential information (Murgitroyd v Purdy [2005] IEHC 159).

Confidentiality: each party shall keep confidential, both during the Term and after termination (without time limit), all confidential information of the other (including customer lists, pricing, marketing plans, trade secrets and any non-public business information). This obligation survives termination indefinitely and is enforceable by injunction.
Trade Marks Act 1996 licence: The Principal grants the Agent a non-exclusive, non-transferable, royalty-free licence to use the Trade Marks and marketing materials solely for the purpose of promoting the Products in the Territory during the Term. The Agent shall comply with the Principal's brand guidelines and submit material samples for prior approval (section 32 Trade Marks Act 1996 quality control). The licence terminates automatically on termination of this Agreement; the Agent shall cease all use of the Trade Marks and destroy or return all marketing materials within 30 days.
Trade Marks licensed: "O'Sullivan's" word mark (IPO Reg. No. 251234), the O'Sullivan's harp device (IPO Reg. No. 251235).

The parties acknowledge that this Agreement is a genuine commercial agency within the meaning of Article 1(1)(a) of Commission Regulation (EU) 2022/720 (the "Vertical Block Exemption Regulation"), with the Principal bearing all commercial and financial risk (including stock, transport, customer default and product liability). On that basis, the Agreement falls outside Article 101(1) TFEU and section 4 of the Competition Act 2002.
Resale price: The Principal may issue recommended retail prices for the Products. The Agent retains full discretion on the prices at which it negotiates with customers, subject to the Principal's rights under clause 3.
Online sales: The Agent may use its own website to promote the Products within the Territory, subject to brand guidelines and the use restrictions in this Agreement. The Principal acknowledges that absolute restrictions on the Agent's online sales would constitute a hardcore restriction under VBER 2022/720 and would void this Agreement.
The parties acknowledge the prohibition on hardcore restrictions in Article 4 VBER (resale price maintenance for non-agency, absolute territorial protection, restrictions on online sales for non-agency) and the enforcement powers of the Competition and Consumer Protection Commission under the Competition Act 2002 as strengthened by the Competition (Amendment) Act 2022.

Republic of Ireland customers: sales into the Republic fall within the EU single market and are governed in full by this Agreement and the Regulations.
Northern Ireland customers: Sales into Northern Ireland fall within the Territory. The parties acknowledge that NI goods are governed by the Windsor Framework and remain subject to EU single-market rules for goods; the Agent shall facilitate compliance with any green-lane / red-lane customs declarations required. The Irish compensation regime under Regulation 17(3) of SI 33/1994 applies to the NI customer slice given the Agent is established in the Republic.
Great Britain customers: Sales into Great Britain are excluded from the Territory unless added by written variation. If added, GB sales fall within the UK Commercial Agents (Council Directive) Regulations 1993, which permit both indemnity and compensation election; the parties shall agree in writing which regime applies to GB business before the first GB sale.

Assignment: the Agent may not assign or sub-contract its rights without the Principal's prior written consent (subject to Regulation 18(c)).
Notices: any notice shall be in writing and delivered by hand, registered post or email with read receipt to the addresses given above; the Regulation 15 notice periods are calculated by reference to the date of receipt.
Variation: any variation shall be in writing and signed by both parties; oral variations are unenforceable.
Severability: if any provision is held void or unenforceable, the remaining provisions continue in full force.
Entire agreement: this Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior negotiations and arrangements, save that nothing in this clause limits the mandatory provisions of the Regulations.

This Agreement is governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction over any dispute arising from or connected with this Agreement, save that either party may seek injunctive relief in any court of competent jurisdiction.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.