Exclusive Representative Agreement Template for Austria

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Key Requirements PROMPT example:

Exclusive Representative Agreement

"I need an Exclusive Representative Agreement under Austrian law for my manufacturing company to appoint a sole representative for our industrial equipment in Germany and Switzerland, with a 5-year term starting March 1, 2025, including minimum annual sales targets and quarterly performance reviews."

Document background
The Exclusive Representative Agreement is a crucial commercial contract used when a company (Principal) wishes to appoint another party (Representative) as their sole representative for specific products or services within a defined territory in Austria or internationally. This document, governed by Austrian law, particularly the UGB and HVertrG, establishes the exclusive nature of the representation, defining critical elements such as territory scope, commission structures, performance criteria, and mutual obligations. It's particularly valuable for companies expanding their market presence through local representatives while maintaining control over their product distribution and brand representation. The agreement must comply with Austrian commercial law requirements, including mandatory provisions regarding commercial agency relationships, while also considering EU regulations on competition and commercial practices.
Suggested Sections

1. Parties: Identification and details of the Principal and the Representative, including their legal status and registered addresses

2. Background: Context of the agreement, including the Principal's business, the Representative's expertise, and the parties' intention to enter into an exclusive representation arrangement

3. Definitions: Key terms used throughout the agreement, including Territory, Products, Exclusive Rights, Commission, etc.

4. Appointment and Scope: Formal appointment of the Representative, establishing exclusivity and defining the territorial scope

5. Term and Renewal: Duration of the agreement, including start date and renewal provisions

6. Representative's Rights and Obligations: Detailed responsibilities including promotion, reporting, compliance with laws, and protection of Principal's interests

7. Principal's Rights and Obligations: Principal's commitments, including support, training, and information provision

8. Commission and Payment Terms: Commission structure, calculation method, payment terms, and currency

9. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP during the agreement

10. Confidentiality: Protection of confidential information exchanged during the relationship

11. Termination: Grounds for termination, notice periods, and consequences of termination

12. Post-Termination Obligations: Obligations surviving termination, including commission on pending transactions

13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

14. General Provisions: Standard clauses including notices, amendments, assignment, and severability

Optional Sections

1. Performance Targets: Specific sales or performance targets, used when the Principal wants to set measurable objectives

2. Training and Support: Detailed provisions for training and support programs, relevant when complex products/services are involved

3. Marketing and Promotion: Specific marketing obligations and cost-sharing arrangements, important for high-value products

4. Non-Competition: Restrictions during and after the agreement, subject to Austrian competition law limitations

5. Insurance: Insurance requirements for the Representative, important for high-risk products or services

6. Data Protection: GDPR compliance provisions, necessary when personal data processing is involved

7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in international agreements

8. Bank Guarantee: Requirements for financial security, used in high-value representation agreements

Suggested Schedules

1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement

2. Schedule 2 - Territory: Detailed definition of the geographical territory, including any excluded areas

3. Schedule 3 - Commission Structure: Detailed commission calculations, including any variations by product or customer type

4. Schedule 4 - Performance Criteria: Specific performance metrics and evaluation criteria

5. Schedule 5 - Reporting Requirements: Templates and timing for regular reporting

6. Appendix A - Principal's Trademarks: List of trademarks and usage guidelines

7. Appendix B - Confidentiality Agreement: Detailed confidentiality terms, if not fully covered in main agreement

8. Appendix C - Training Program: Details of initial and ongoing training requirements

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
Clauses
Relevant Industries

Manufacturing

Technology and Software

Consumer Goods

Industrial Equipment

Pharmaceuticals

Automotive

Chemical Industry

Medical Devices

Construction Materials

Food and Beverage

Fashion and Luxury Goods

Professional Services

Telecommunications

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

International Business

Contract Administration

Compliance

Finance

Operations

Corporate Development

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Executive Officer

Managing Director

Sales Representative

Territory Manager

Commercial Operations Manager

Distribution Manager

International Business Manager

Regulatory Compliance Officer

Chief Commercial Officer

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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