2016.ANA METIN ingilizce.01

Authority No. 2002/2

. However, both legislations set forth that a

non-competition obligation may be imposed on the distributor for a

maximum period of one year provided that the prohibition (i) relates to

goods and services that are in competition with the goods or services

which are the subject of the contract, (ii) is limited to the facility or

land where the distributor operated during the term of the contract, and

(iii) is compulsory for the protection of the know-how transferred by

the principal to the distributor.

Transfer of Customers

On the subject of the transfer of customers, agents and distributors

are subject to different regimes. Upon termination of the agency con-

tract for any reason, the agent is required to transfer its customers with-

in the subject territory to the principal and to co-operate and assist the

principal for the conduct of smooth and efficient transitioning.

On the other hand, since the distributors act in their own name and

on their own behalf, it is unusual that they return their customers to the

principal. Notwithstanding this, there is no restriction for the regula-

tion of a transfer of a customer clause under the termination agree-

ment, and such an obligation can be regulated as a part of the non-com-

petition clause, as well.

In any event, both the agents and distributors must halt all sales,

offers for sale, advertising and/or promotion of the products, and must

no longer represent the principal within the subject territory.

Post-Termination Commission

As per the Directive, agents are entitled to request commission for

transactions that are concluded after termination, provided that (i) the

transaction is mainly attributable to the agent’s efforts during the peri-

od covered by the agency contract, and the transaction was entered into

NEWSLETTER 2015

Block Exemption Communiqué on Vertical Agreements no. 2002/2 was published on July 14,

2002 and entered into force on the same date. The provision regarding post-termination non-

competition obligation of distributors is in Article 5(b) of the Communiqué. To find this

Communiqué see:

Tebli%25c4%259f%2fteblig35.pdf (accessed on: 09.07.2015).