Commercial Agency Contracts in Marocco

Morocco regulates commercial agency primarily under the Moroccan Code de Commerce (CdC), supplemented by general rules in the Code des Obligations et Contrats (DOC). A commercial agency contract is defined as a mandate in which a person (the agent), without being bound by an employment contract, regularly negotiates or concludes commercial transactions in the name and on behalf of a principal. These CdC provisions are mandatory if the agent is established in Morocco.

Occasional intermediaries (acting only “from time to time”) do not qualify as commercial agents, because the CdC requires the agent to operate regularly. An independent distributor who buys on its own account for resale is not considered a commercial agent, since the agent acts on the principal’s behalf and does not take title to the goods. Therefore, the key difference is that a commercial agent sells in the principal’s name, while a distributor buys and resells in its own name.

Any person or entity (local or foreign) with legal capacity can be appointed an agent in Morocco by way of a written contract. There is no special public “agents register.” The agent must register as a business if it carries out commercial activities, but there is no separate registry for agents.

Moroccan law does not automatically grant exclusivity, but exclusivity can be contractually agreed. If the principal grants the agent an exclusive territory or client base, the principal owes commission even when sales occur without the agent’s direct involvement, provided they fall within that territory/clientele. The agent generally cannot represent competing principals without explicit permission (Art. 393(2) CdC).

If the agent has contractual exclusivity covering a certain territory (including potential online sales into that territory), the principal might owe commissions on all sales in that region. Whether this applies to online transactions depends on how the contract defines the scope of exclusivity and territory.

During the contract, the agent must not represent competing principals without permission. After termination, a post-contractual non-compete is only valid if it is stipulated in writing in the contract, if it is limited to the same territory, same customers, and same goods/services, and if its duration does not exceed 2 years.

If the agent is established in Morocco, Moroccan law is mandatory. The parties cannot choose a foreign law to circumvent these protective rules; any contrary clause is null.

Although Moroccan law is mandatory for agents in Morocco, forum selection or arbitration clauses are still permitted. They are subject to Moroccan international private law constraints. If there is no jurisdiction clause, the Commercial Court of the place where the principal’s business is located typically has jurisdiction under CdC rules.

Morocco enforces foreign arbitral awards under the New York Convention, and foreign courts’ judgments in most cases.

Fixed-term contracts end automatically at the stated period unless renewed. Early termination is only possible in case of serious misconduct or if a resolutive clause applies.

Indefinite-term contracts: can be ended by giving notice - one month per year of the contract’s seniority, capped at 3 months total. The parties cannot reduce this by agreement, though they can extend it.

Moroccan law refers to “serious misconduct” (faute grave) as grounds for immediate termination. Examples might include fraud, disloyalty, or other serious breaches of contract. Generally, the threshold is high; simply not hitting sales quotas is likely not considered “grave fault” unless the contract explicitly sets that standard and defines it as a fundamental breach.

Upon termination, the agent generally has a right to an indemnity for the prejudice suffered, unless termination is caused by the agent’s serious misconduct or the agent itself unjustifiably initiated termination. The indemnity merges “client indemnity” and “damages” into one concept, aiming to compensate the agent for the loss of goodwill. The agent must notify the principal within one year of termination if claiming this compensation. Otherwise, the right is time-barred.