Agency Contract in Romania

The agency contract in Romania is governed by Articles 2072-2095, Chapter X ("Contractul de agenţie") of the new Romanian Civil Code (hereinafter, the Civil Code). These rules define the agency contract as a power conferred on one subject (the agent) to negotiate and conclude contracts in the name and on behalf of another (the principal) for remuneration.

In the Romanian legal system, the figure of the agent is traced back to that of an independent intermediary. Pursuant to art. 2078 of the Italian Civil Code the agency contract is represented by a consensual agreement of which a written form ad probationem is required.

Each party to the agreement has the right to obtain, upon express request, a written and signed document concerning the agency contract, including its amendments. This right is not subject to exceptions and cannot be renounced by the parties. The main clauses that distinguish the agency contract are the exclusivity "Exclusivitatea" clause governed by art. 2074 of the Romanian Civil Code and the non-competition clause "Clauza de neconcurenţă" provided for by art. 2075 of the Romanian Civil Code.

The first, relating to the exclusive right, provides, unless otherwise established between the parties, an express prohibition for the agent who has already entered into an exclusive agency contract, to enter into similar contracts and relating to the same activities, with different subjects who carry out their economic activity in competition with that of the principal.

The second, on the other hand, concerns the prohibition of competition and imposes the limit of the agent's professional activity in competition with the principal's activity for the entire duration of the contract and / or after the termination of the same. This non-competition clause must be drawn up in writing under penalty of nullity of the contract. If the contract extends the validity of the clause in question to a moment after the termination of the contract, the aforementioned period cannot exceed two years.

As a rule, the agency contract has a duration expressly determined by the parties. However, pursuant to art. 2088 of the Romanian Civil Code, the tacit continuation of the execution of the obligations deriving from the contract once the term has elapsed entails the automatic extension of the same for an indefinite period of time. The termination of the contractual relationship can take place at any time, without prejudice to the notice obligation which must be calculated on the basis of the overall duration of the contract itself and the right to compensation that the agent has in the event of unilateral withdrawal.