The Civil Code of the Russian Federation(with the Additions and Amendments of February 20, August 12, 1996,
October 24, 1997, July 8, December 17, 1999, April 16, May 15,
November 26, 2001, March 21, November 14, 26, 2002,
January 10, March 26, November 11, December 23, 2003)
Chapter 49. Agency
Article 971. Contract of Agency
1. Under the contract of agency one party (agent) shall undertake to perform certain legal actions on behalf and at the expense of the other party (principal). The rights and obligations under the transaction completed by the agent shall accrue directly for the principal.
2. A contract of agency may be concluded with reference to the period during which the agent has the right to act on behalf of the principal or without such reference.
Article 972. Remuneration of the Agent
1. The principal shall be obliged to pay remuneration to the agent, if this is stipulated by the law, other legal acts or the contract of agency. In cases where the contract of agency is connected with the business activity of both parties or one of them, the principal shall be obliged to pay remuneration to the agent, unless otherwise stipulated by the contract.
2. In the absence of the clause on the amount of remuneration or the procedure of its payment in the remunerated contract of agency, remuneration shall be paid after the execution of agency in the amount, estimated in keeping with Item 3 of Article 424 of this Code.
3. The agent who acts as a commercial representative (Item 1 of Article 184) shall have the right to withhold, in keeping with Article 359 of this Code, the things he has at his disposal, which are subject to the transfer to the principal as security of his claims under the contract of agency.
Article 973. The Execution of Agency in Accordance with the Trustee's Instructions
1. The agent shall be obliged to perform the agency given to him in accordance with the principal's instructions. The instructions shall be lawful, practicable and concrete.
2. The agent shall have the right to depart from the principal's instructions, if it is necessary under the existing circumstances and in the interests of the principal and if the agent could not inquire the principal in advance or had not received an answer to his inquiry within a reasonable period of time. The agent shall be obliged to notify the principal about the admitted departures as soon as such information has become possible.
3. The agent acting a commercial representative (Item 1 of Article 184) may be given by the principal the right to depart from the instructions of the principal in his interests without a preliminary inquiry about this. In this case the commercial representative shall be obliged to notify the principal about the admitted departures within a reasonable period of time, unless otherwise stipulated by the contract of agency.
Article 974. The Obligations of the Agent
The agent shall be obliged:
to perform the agency given to him in person, except for the cases, indicated in Article 976 of this Code;
to communicate to the principal all information about the progress of the execution of agency at his request;
to convey to the principal without delay all the things received under the deals, performed in pursuance of the agency;
to return without delay to the principal the power of attorney whose validity term has, not expired upon the execution of agency or in case of the termination of the contract of agency before it is executed and to submit a report with appended covering documents, if this is required by the terms and conditions of the contract or the character of agency.
Article 975. The Obligations of the Principal
1. The principal shall be obliged to issue to the agent a power of attorney (powers of attorney) for the performance of legal actions provided for by the contract of agency, except for the cases, stipulated by the second paragraph of Item 1 of Article 182 of this Code.
2. Unless otherwise stipulated by the contract, the principal shall be obliged: to compensate for the agent's costs;
to provide the agent with pecuniary means needed for the execution of agency.
3. The principal shall be obliged to accept from the agent without delay all that has been performed in accordance with the contract of agency.
4. The principal shall be obliged to pay remuneration to the agency, if in keeping with Article 972 of this Code the contract of agency is remunerated.
Article 976. The Transference of the Execution of Agency
1. The agent shall have the right to transfer the execution of agency to another person (substitute) only in cases and on the terms, provided for by Article 187 of this Code.
2. The principal shall have the right to challenge the substitute chosen as an agent.
3. If a possible substitute of the agent is named in the contract of agency, the agent shall not be answerable either for his choice or for the conduct of his affairs. If the right of the agent to transfer the execution of agency to another person is not provided for by the contract or is provided for, but the substitute is not named in it, the agent shall be answerable for the choice of the substitute.
Article 977. The Termination of the Contract of Agency
1. The contract of agency shall be terminated in consequence of: the revocation of agency by the principal;
the refusal of the agent;
the death of the principal or the agent, the recognition of any of them as legally unfit, specially disabled or missing.
2. The principal shall have the right to revoke the agency, while the agent shall have the right to abandon it at any time. An agreement on the refusal from this right shall be void.
3. The party which waives the contract of agency that provides for the agent's actions as a commercial representative shall notify the other party about the termination of the contract within 30 days, unless the contract provides for a longer period. In case of the reorganization of a legal entity that is a commercial representative the principal shall have the right to revoke the agency without such a preliminary notification.
Article 978. The Consequences of the Termination of the Contract of Agency
1. If a contract of agency is terminated before the agency has been executed by the agent in full, the principal shall be obliged to compensate for the agent's expenses incurred during the execution of the agency, and when the agent was to receive remuneration, to pay to him the remuneration as well in proportion to the work done by him. This rule shall not be applied to the execution by the agent of the agency after he has known or should have known about the termination of the agency.
2. The revocation of the commission by the principal shall not be a ground for the compensation for the losses caused to the agent by the termination of the contract of agency, except for the cases of the termination of the contract that provides for the operation of the agent as a commercial representative.
3. The refusal of the agent to execute the commission of the principal shall not be a ground for the compensation for the losses caused to the principal by the termination of the contract of agency, except for the cases of the agent's refusal in the conditions when the principal has no possibility of insuring his interests in a different way, and also in cases of the refusal to execute the contract that provide for the operation of the agent as a commercial representative.
Article 979. The Obligations of the Heirs of the Agent and the Liquidator of the Legal Entity That Acts as an Agent
In case of death of the agent, his heirs shall be obliged to inform the principal about the termination of the contract of agency and take measures needed to protect the principal's property, in particular to preserve his things and documents and thereupon to transfer this property to the principal.
The same obligation shall lie with the liquidator of the legal entity that acts as an agent.
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