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Exclusive Representation Agreement
"I need an Exclusive Representation Agreement for my Austrian manufacturing company to appoint an exclusive sales representative for our industrial equipment in the German market, with the agreement starting January 1, 2025, including quarterly performance targets and provisions for technical training."
1. Parties: Identification of the principal and the exclusive representative, including full legal names, registration details, and addresses
2. Background: Context of the agreement, including the principal's business, the representative's expertise, and the intention to enter into an exclusive representation arrangement
3. Definitions: Key terms used throughout the agreement, including Territory, Products/Services, and Exclusive Representation Rights
4. Appointment and Scope: Formal appointment of the representative, establishing exclusivity and defining the territorial scope
5. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination in compliance with Austrian law
6. Representatives Rights and Obligations: Detailed description of the representative's duties, reporting requirements, and performance standards
7. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements
8. Compensation: Commission structure, payment terms, and calculation methods as required by HVertrG
9. Intellectual Property: Usage rights for principal's trademarks, trade names, and other IP during the representation
10. Confidentiality: Protection of business secrets and confidential information
11. Non-Competition: Restrictions during and after the agreement term, in compliance with Austrian competition law
12. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction for disputes
1. Marketing and Promotion: Specific requirements for marketing activities and promotion of products/services, used when the representative has significant marketing responsibilities
2. Training Requirements: Details of required training programs, included when specific product or service knowledge is crucial
3. Performance Targets: Specific sales or performance goals, included when the agreement is performance-based
4. Sub-agents: Terms for appointing sub-agents, included when sub-representation is permitted
5. Insurance: Insurance requirements and coverage specifications, included for high-risk representations
6. Data Protection: GDPR compliance provisions, included when personal data processing is involved
7. Force Majeure: Provisions for unforeseen circumstances, included for long-term or high-value agreements
8. Exit Rights: Special termination rights and procedures, included for complex or high-value relationships
1. Schedule 1 - Territory Definition: Detailed description of the exclusive territory, including maps or specific geographical boundaries
2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the representation
3. Schedule 3 - Commission Structure: Detailed commission calculations, payment terms, and special commission arrangements
4. Schedule 4 - Performance Metrics: Specific KPIs, targets, and measurement methods
5. Schedule 5 - Approved Marketing Materials: List of approved marketing materials and usage guidelines
6. Appendix A - Standard Operating Procedures: Detailed procedures for order processing, customer service, and reporting
7. Appendix B - Compliance Requirements: Specific compliance requirements and procedures
Authors
Applicable Laws
Authorized Representative
Business Day
Commencement Date
Competing Products
Confidential Information
Customer
Effective Date
Exclusive Rights
Force Majeure Event
Good Industry Practice
Gross Sales
Initial Term
Intellectual Property Rights
Net Sales
Principal
Products
Purchase Order
Quarter
Representative
Services
Specifications
Target Performance Levels
Term
Territory
Trade Marks
Year
Commission
Minimum Performance Requirements
Marketing Materials
Operating Procedures
Renewal Term
Sales Report
Termination Date
Working Hours
Exclusivity
Territory
Term
Representatives Duties
Principal's Duties
Commission
Payment Terms
Performance Requirements
Intellectual Property
Confidentiality
Non-Competition
Training
Marketing
Reporting
Records and Audit
Warranties
Limitation of Liability
Force Majeure
Termination
Post-Termination
Assignment
Data Protection
Notices
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Compliance with Laws
Dispute Resolution
Governing Law
Language
Manufacturing
Technology
Consumer Goods
Industrial Equipment
Pharmaceuticals
Automotive
Software and IT
Professional Services
Medical Devices
Luxury Goods
Construction Equipment
Chemical Industry
Agricultural Products
Telecommunications
Legal
Commercial
Sales
Business Development
International Operations
Contract Administration
Compliance
Corporate Affairs
Distribution
Partner Management
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Chief Commercial Officer
Distribution Manager
International Sales Manager
Regional Sales Director
Channel Partner Manager
Chief Executive Officer
Commercial Operations Manager
Export Manager
General Counsel
Sales Operations Manager
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