Act No. 500/2001 Coll. on amending and supplementing the Act No. 513/1991 Coll., the Commercial Code, as amended, and, at the present time, the regulations regarding commercial agents are contained in Sections 652 to 672a of the Act No. 513/1991 Coll., the Commercial Code, as amended.
Indemnity or compensation or both
Indemnity and damages for loss occasioned by termination.
Calculation of compensation
Post – termination commission
The agency contract must be in written form.
Commercial Code (513/1991).
1) Under Slovak law is it possible to have a restraint of trade clause operating during the agency agreement and, if so, is it subject to any qualifications?
According to the relevant provisions of the Commercial Code, subject to the fulfilment of certain conditions, it is possible to have a restraint of trade clause operating during the agency agreement. Such restraint is permitted when there is an “exclusive agency”.
If an exclusive agency has been agreed upon, the principal is bound not to appoint or to use another agent for the agreed scope of deals within the contractual area. In return the commercial agent is bound not to represent another person, or to conclude deals on his own account or another person’s account within the scope covered by the contract with the principal.
The principal has the right to conclude deals in the contractual territory – for which an exclusive commercial agent is contracted – without involvement by his exclusive agent but he shall be bound to pay a commission from such deals as if the exclusive commercial agent had assisted him to conclude them, unless the agency agreement stipulates otherwise.
However, the above regulation of the Commercial Code is only not mandatory in nature. As such the parties to the agency agreement may divert from the above regulation and agree on their mutual rights and liabilities differently.
2) Under Slovak law is it possible to have a restraint of trade clause operating following the termination or expiry of the agency agreement and, if so, is it subject to any qualifications?
It is possible to agree in the agency agreement that the agent shall not perform activities which were the subject of the commercial agency or other activities which would compete with the business activity of the principal. Such restriction must be limited to two years after termination of the agreement and within a certain territory or for certain customers on the agent’s own account or on behalf of another person.
The court can limit or declare a restraint of trade clause invalid if its attempts to restrain the agent more than it would be necessary to protect the rights and business of the principal.
agentlaw.co.uk wishes to thank Cechova Rabovsky of Bratislava for its contribution to this page.