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No indemnity or compensation is payable to the agent in cases
where (i) the immediate termination by the principal is justified by the
agent’s default; (ii) the agent has terminated the contract, unless such
termination is justified by circumstances attributable to the principal,
or on the grounds of age, infirmity or illness of the agent, the conse-
quence of which he cannot reasonably be required to continue his
activities; or (iii) the agent assigns his rights and duties under the con-
tract to another person.
Compensation
In the event of termination, if, in particular, the agent is deprived
of the commission that he would normally be entitled to while the prin-
cipal derives benefits that accrue in connection with the agent’s activ-
ities, or has been unable to amortize the costs and expenses he had
incurred for the performance of the contract on the principal’s advice,
then such agent would be entitled to compensation for the damages
suffered.
Indemnity
As per the Directive, goodwill indemnity may be requested by the
agent on the condition that (i) the agent has brought new customers, or
has significantly increased the volume of business with existing cus-
tomers, and the principal continues to derive substantial benefits from
the business with such customers, and (ii) the payment of this indem-
nity is equitable, having regard to all of the circumstances and, in par-
ticular, the commission lost by the agent on the business transacted
with such customers.
Under Turkish law, conditions for agents’ entitlement to goodwill
indemnity are similar to the provisions of the Directive. In addition, the
last paragraph of Art. 122 of the TCC sets forth that the relevant pro-
visions are also applicable to the termination of exclusive distribution
agreements and other similar continuous agreement relationships that
grant an exclusive right, provided that it is not in breach of the fairness
principle.
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NEWSLETTER 2015