Finally, the above requirements do not apply to agreements to supply and/or transfer the right to use intellectual property or to differentiate a corporation, property, works or services. If payments are to be made in foreign currency, Russian rules on regulation and exchange control require that the Russian trader have a „transaction passport“ with his bank. To prove that payment is legal, local banks may require a copy of the signed distribution contract (Federal Law 173-FZ „On Foreign Exchange Regulation and Control,“ December 10, 2003). The merchant must also provide the bank documents confirming the transaction and acceptance of the products received by the supplier. The instructions of the Bank of Russia No. 3016-U of June 14, 2013 changed certain aspects of the procedure for obtaining the transaction passport (for example. B the specifications of the documents to be provided when applying for a passport). As with commercial agency contracts in the Netherlands, distribution agreements should not be concluded in writing. Unlike Dutch agency legislation, distribution agreements are not governed by specific mandatory provisions of the Dutch civil code. Russian competition law prohibits the setting of minimum or fixed resale prices in distribution agreements (see question 3).

However, the maximum resale price can be set. Even if the distribution contract is considered an employment contract, the rights and obligations arising from such an agreement cannot be transferred from one person or entity to another. Russian law does not recognize the concept of transfer of labour rights and obligations. Following the cancellation of an initial default judgment against the supplier in 2003, the regional court dismissed the appeal in its entirety in November 2014. According to the Landgericht, the termination of the distribution contract did not constitute a violation of the agreement. In January 2016, the Court of Appeal of the canton of Zurich overturned the decision of the district court. The Court of Appeal found that the contract had not been terminated automatically or had not been terminated in accordance with its terms and referred the case to the District Court for review of the breach claims. It cannot be completely ruled out that Russian legislation on distribution agreements will evolve in the future.

However, at present, substantial reform underway of Russian civil law, including several federal laws that update the provisions relating to certain types of contracts in Part 2 of the Russian Civil Code (z.B. Federal Law No. 35-FZ of 12.03.2014, Federal Act No. 363-FZ of 21.12.2013 and so on), as well as Federal Bill No. 47538-6 „On the introduction of amendments to parts one, two, three and four of the Civil Code of the Russian Federation,“ contain no change in the concept of distribution, despite the fact that this regime is widespread in commercial transactions. Furthermore, there is no information indicating that further legislative changes would bring the concept of a distribution agreement into Russian civil law. The confidentiality clause can be included directly in the distribution contract. In addition, the parties may enter into a separate confidentiality agreement providing for a period in which the distributor treats the information provided by the supplier confidentially. In its November 2017 decision, the Zurich Cantonal Court of Appeal stressed that a right to goodwill compensation in the event that the conditions described above were met is mandatory and cannot be excluded by contract beforehand. According to the Court of Appeal, these rules also apply to existing exclusive distribution agreements.

This latest statement by the Court of Appeal of the canton of Zurich is of general interest, as suppliers regularly try to exclude goodwill compensation claims from their distribution contracts.