1E9Ct5D

exclusivity exercises substantial power in the relevant market. It is considered that thispower exists when the economic agent can fix prices unilaterally in the market or hascertain control over the access of its competitors to the market.Thus it is advisable before executing any distribution agreement that contains anexclusivity clause to study carefully the characteristics of the specific case in order notto fall under this presumption.Commonly these types of contracts include a prohibition on subcontracting withoutthe prior express authorization of the principal. In any case, if subcontracting is permitted,it is usually restricted to the exclusive zone of the distributor.With respect to the termination of the distribution agreement, in practice, given thatit is not a statutorily regulated contract, express clauses known as justified causes of terminationare generally included, which address a large variety of factors. The most usualare the insolvency of one of the parties, late payments, the violation of the exclusivityagreement, the use of a trademark other than those authorized, contracting subdistributorswhen this is prohibited, breach of the resale conditions, etc.Furthermore, the end of the specified term and in some cases the death of one of theparties can also terminate the relationship. In any case, if something is not provided forin the contract, it will be interpreted according to the rules of the statutorily regulatedcontract to which it is most similar.1.2. AgencyThrough an agency agreement a person called the agent agrees to undertake an activityintended to find clients for another party, called the principal, and send to the latter theorders for goods or services whose promotion has been entrusted to the agent.The principal, upon accepting the order, makes the contract that links him directlywith the client; the agent is not party to this contract, but rather an independent intermediary,and his compensation generally consists of a percentage of the price of thetransaction.It is important to emphasize that in these types of contracts the agent is independentof the principal, which is to say that neither is subordinate to the other. If either were,this would be considered an employment relationship governed by labor law. A relationshipis considered employment when the agent depends, in a personal, subordinatedrelationship, on the company he/she represents and on whose behalf he/she acts.The activity of the agent consists of the promotion and wherever possible the conclusionof deals and contracts on behalf of the principal. The scope of the activities of agentsis very broad and will depend on the type of products or services involved. Generally,agents promote purchase and sale agreements. However, the agency agreement caninvolve any type of business.171Commercial Regulation