Agency Agreement in Denmark: Template, Key Clauses and Local Law (2026)

What a commercial agency agreement in Denmark is A commercial agency agreement in Denmark appoints a self-employed agent (handelsagent) to arrange, on a continuing basis and for commission, the sale or purchase of goods for a principal. The agent finds customers and negotiates or concludes deals in the principal's name but does not take title to the goods. That is what separates an agent from a distributor, who buys and resells on their own account. The important thing to know first: Danish agency law largely follows an EU directive and gives the agent mandatory protections, including a notice period and a termination indemnity, that the parties cannot sign away to the agent's detriment. This page explains the law and the clauses. It is general information, not legal advice. ## The law that governs it in Denmark The governing statute is the Danish Commercial Agents and Sales Representatives Act (Lov om handelsagenter og handelsrejsende), Act No. 272 of 2 May 1990. It implements the EU Commercial Agents Directive (86/653/EEC), so the core rules match those across the EU. Key features: - Scope. The Act covers an agent who, on a continuing basis, arranges the sale or purchase of goods. Agents for services sit outside the Act and are governed by general contract law, though parties often apply similar terms by agreement.

• Mandatory protections. Several provisions cannot be derogated from to the agent's disadvantage. Commission, notice, and the termination indemnity are the main ones.
• Notice periods. For an agreement of indefinite duration, the minimum notice is one month for each year the contract has run, up to a maximum of six months, unless the parties agree a longer period.
• Termination indemnity. On termination the agent can claim an indemnity (godtgoerelse) for the goodwill and new customers they brought, subject to the Act's conditions, capped at roughly one year's average remuneration over the contract. The claim is generally lost if the agent does not notify it within one year of termination. ## Key clauses to include ### Appointment and territory
• The products, the territory, and whether the appointment is exclusive.
• Whether the agent may appoint sub-agents.
• Any minimum sales targets and the consequence of missing them. ### Commission
• The commission rate, the base it is calculated on, and when it is earned and paid.
• Commission on repeat orders from customers the agent introduced.
• Statements and the agent's right to inspect the principal's books for commission due. ### Duties of each party
• The agent to act in good faith, follow reasonable instructions, and protect the principal's interests.
• The principal to provide samples, price lists, and the information the agent needs. ### Term, termination, and indemnity
• Fixed term or indefinite, and the notice period (respecting the one-month-per-year, six-month rule).
• Grounds for termination for cause.
• How the termination indemnity will be handled, reflecting the Act. ### Housekeeping
• Confidentiality and a post-term non-compete, kept reasonable in scope and time.
• Governing law (Danish) and dispute resolution. ## A simple clause skeleton 1. Parties and appointment.

2. Products, territory, and exclusivity.
3. Agent duties.
4. Principal duties.
5. Commission, statements, and inspection.
6. Term and notice.
7. Termination for cause and indemnity.
8. Confidentiality and non-compete.
9. Governing law and disputes. ## Common mistakes to avoid - Trying to contract out of the agent's notice period or indemnity; those terms are mandatory and will not hold.

• Assuming the Act covers services; it is built around the sale and purchase of goods.
• Setting a non-compete that is too wide to enforce.
• Forgetting the one-year deadline for the agent to claim the termination indemnity, which the drafting should flag. ## Drafting and managing a Danish agency agreement in one workspace Agency relationships run for years and the mandatory rules make the commission, notice, and indemnity terms worth getting right and tracking over time. That is easier when drafting, review, tracking, and governance sit in one place rather than across inboxes. Adira is an AI legal workspace where you can draft the agreement, see each clause flagged as favourable, neutral, or unfavourable to you, edit clauses in plain English, and track renewal and notice dates across every contract. Adira is deepest on Indian law today; Denmark-specific depth, including the Commercial Agents Act points above, is on the roadmap, so use it as a drafting and management aid and confirm the local detail with Danish counsel.