Exclusive Representation Agreement Template for Austria

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Key Requirements PROMPT example:

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."

Document background
The Exclusive Representation Agreement is a crucial document for businesses seeking to establish controlled distribution channels in specific territories under Austrian law. This agreement type is commonly used when a company (principal) wants to grant another entity (representative) the exclusive right to represent their products or services in a defined geographical area. The document addresses key aspects required by Austrian legislation, particularly the HVertrG (Commercial Agents Act) and UGB (Commercial Code), including mandatory provisions for commission calculations, notice periods, and post-termination obligations. It's particularly valuable for international businesses expanding into new markets who need a legally compliant framework for their commercial relationships in Austria and the EU.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Manufacturing

Technology

Consumer Goods

Industrial Equipment

Pharmaceuticals

Automotive

Software and IT

Professional Services

Medical Devices

Luxury Goods

Construction Equipment

Chemical Industry

Agricultural Products

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Business Development

International Operations

Contract Administration

Compliance

Corporate Affairs

Distribution

Partner Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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