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Exclusive Agency Agreement
"I need an Exclusive Agency Agreement under Austrian law for appointing a commercial agent to distribute our medical devices in Vienna and Lower Austria, with specific provisions for handling regulatory compliance and minimum quarterly sales targets, starting March 2025."
1. Parties: Identification and details of the Principal and the Agent
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Scope: Terms of the exclusive appointment and territorial scope
5. Duration and Termination: Term of agreement, renewal provisions, and termination rights compliant with HVertrG
6. Agent's Rights and Obligations: Core duties, reporting requirements, and performance standards
7. Principal's Rights and Obligations: Support, information provision, and cooperation requirements
8. Exclusivity Provisions: Terms of exclusivity, including territorial restrictions and non-compete obligations
9. Commission Structure: Commission rates, calculation methods, and payment terms
10. Intellectual Property: Usage rights for trademarks, logos, and other IP during the agency
11. Confidentiality: Protection of business secrets and confidential information
12. Data Protection: GDPR compliance and data handling requirements
13. Post-Termination Provisions: Obligations and restrictions after agreement end
14. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution
1. Performance Targets: Specific sales or performance goals, used when minimum performance levels are required
2. Sub-Agents: Terms for appointing sub-agents, if permitted
3. Insurance Requirements: Specific insurance obligations, relevant for high-risk sectors
4. Marketing and Promotion: Specific marketing obligations and cost sharing, if applicable
5. Training Requirements: Mandatory training provisions, important for technical products
6. Stock Handling: Terms for handling inventory, if agent maintains stock
7. Customer Service Standards: Detailed service level requirements, important for customer-facing roles
8. Force Majeure: Provisions for unforeseen circumstances affecting performance
1. Schedule 1 - Territory Definition: Detailed description of the exclusive territory
2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the agreement
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations and special rates
4. Schedule 4 - Reporting Templates: Standard forms for regular reporting requirements
5. Schedule 5 - KPIs and Targets: Detailed performance metrics and evaluation criteria
6. Schedule 6 - Operating Procedures: Specific operational requirements and procedures
7. Appendix A - Approved Marketing Materials: Pre-approved marketing materials and guidelines
8. Appendix B - Contact Details: Key contact information for both parties
Authors
Agent
Principal
Commencement Date
Territory
Products
Services
Exclusive Rights
Commission
Net Sales Price
Customers
Intellectual Property Rights
Confidential Information
Business Day
Force Majeure Event
Good Industry Practice
Quarter
Sales Target
Termination Date
Initial Term
Renewal Term
Marketing Materials
Purchase Order
Sales Report
Competing Products
Contract Year
Minimum Performance Requirements
Operating Procedures
Principal's Group
Related Persons
Trade Marks
Working Hours
Applicable Laws
Data Protection Laws
Effective Date
Exclusivity
Territory
Term and Duration
Agent Obligations
Principal Obligations
Commission
Payment Terms
Performance Requirements
Reporting
Training
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Termination
Post-Termination Obligations
Force Majeure
Insurance
Compliance with Laws
Marketing and Promotion
Stock and Inventory
Sub-Contracting
Warranties
Indemnification
Assignment
Notices
Entire Agreement
Severability
Amendments
Waiver
Governing Law
Dispute Resolution
Good Faith
Third Party Rights
Manufacturing
Retail
Technology
Industrial Equipment
Consumer Goods
Pharmaceutical
Automotive
Fashion and Luxury
Software and IT
Professional Services
Construction Materials
Medical Devices
Agricultural Products
Chemical Products
Legal
Sales
Commercial
Business Development
Operations
Compliance
Distribution
Channel Management
Contract Administration
International Business
Sales Director
Commercial Director
Business Development Manager
Legal Counsel
Contract Manager
Chief Commercial Officer
Distribution Manager
Regional Sales Manager
Managing Director
Operations Director
Compliance Officer
Agency Relations Manager
Territory Manager
Channel Partner Manager
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