ICC Model Occasional Intermediary Contract

One in a series of ICC model contracts concerned with commercial distribution, the ICC Model Occasional Intermediary Contract provides a unique and balanced legal platform that takes into account the interests of all parties involved in a non-circumvention and non-disclosure agreement. It also minimizes the risks of fraud and misunderstanding. 

The occasional intermediary, unlike the agent, undertakes to provide certain services to the parties without any continuing obligation to develop the market. The definition of his rights and obligations has long been absent in the market place. This model contract, therefore, fills an important gap in the series of reliable documents to be used in international, as well as domestic, transactions.

The ICC Model Occasional Intermediary Contract takes its place among other respected ICC model contracts - on commercial agency, distributorship, franchising and sales. These important instruments provide confidence to the parties - and to the market place - that commercial transactions can be conducted according to internationally accepted principles.

Table of contents

Foreword

By Maria Livanos Cattaui, former Secretary General of ICC

Defining accurately the role of an intermediary in an international transaction has, until now, been the most difficult point for drafters in countless numbers of intermediary contacts. The business need for legal certainty has even provoked the emergence and the multiplication during past decades of model contracts referring to non-existent ICC instruments. This situation has merely added to the uncertainty and occasionally resulted in fraudulent transactions.

To give parties involved in international trade a reliable and effective model, the International Chamber of Commerce has elaborated an ICC Model Occasional Intermediary Contract (Non-circumvention and Non-disclosure Agreement).

This model contract is the result of an extensive comparative study of non-circumvention and non-disclosure agreements that are used in daily practice throughout the world. As usual, ICC national committees and groups have helped to ensure that the text of the model contract meets their national business requirements.

The ICC Model Occasional Intermediary Contract (Non-circumvention and Non-disclosure Agreement) covers the most common varieties of international contracts to which an occasional intermediary is a party. The model provides a unique and balanced legal platform that takes into account the interest of all parties involved in a non-circumvention and non-disclosure agreement and minimizes the risks of fraud and misunderstanding.

This model contract, the fourth in a successful series produced under the chairmanship of Fabio Bortolotti (Italy), is the result of extensive discussion in the ICC Commission on International Commercial Practice. The model has benefited from the active participation of the following members of the ICC Working Party on Intermediaries : Tom Birch-Reynardson (UK), H. Ercüment Erdem (Turkey), Didier Ferrier (France), Christoph Liebscher (Austria), Didier Matray (Belgium), Klaus Meyer-Swantee (The Netherlands), Christophe Martin Radtke (France), Michael Svendsen (Denmark), Hans van Houtte (Belgium). ICC expresses its gratitude to all of them.