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Principal Agency Agreement
"I need a Principal Agency Agreement for appointing an exclusive commercial agent to represent our software products in Austria and Germany, with specific provisions for SaaS licensing and a commission structure based on subscription revenues, starting March 2025."
1. Parties: Identification and details of the Principal and Agent, including registration numbers and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Terms of agent's appointment, territory, and products/services covered
5. Agent's Rights and Obligations: Detailed responsibilities, reporting requirements, and performance standards
6. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements
7. Commission Structure: Calculation method, payment terms, and conditions for commission earnings
8. Term and Termination: Duration of agreement, renewal terms, and termination provisions including notice periods
9. Post-Termination Provisions: Obligations after termination, including compensation claims and handover requirements
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property: Usage rights and restrictions regarding trademarks and other IP
12. Data Protection: GDPR compliance and data handling requirements
13. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution forum
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Non-Compete Clause: Restrictions on competitive activities during and after the agreement (optional but common for high-value relationships)
2. Minimum Performance Requirements: Specific sales targets or performance metrics (used when performance benchmarks are crucial)
3. Sub-Agents: Terms for appointment and management of sub-agents (if sub-agents are permitted)
4. Insurance Requirements: Specific insurance obligations (relevant for high-risk products or services)
5. Marketing and Promotion: Specific requirements for marketing activities (relevant for consumer-facing agencies)
6. Stock Handling: Terms for handling inventory (relevant if agent handles physical products)
7. Training Requirements: Specific training obligations (relevant for technical products or regulated industries)
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agency
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Commission Rates: Detailed commission structure, calculations, and examples
4. Schedule 4 - Reporting Templates: Standard forms for regular reporting requirements
5. Schedule 5 - Operating Procedures: Detailed procedures for order processing, customer service, etc.
6. Appendix A - Brand Guidelines: Guidelines for use of Principal's branding and marketing materials
7. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements
Authors
Principal
Agent
Territory
Products
Services
Commencement Date
Initial Term
Renewal Term
Commission
Net Sales
Customers
Intellectual Property Rights
Confidential Information
Purchase Order
Sales Target
Quarter
Year
Business Day
Force Majeure Event
Good Industry Practice
Group Company
Minimum Performance Requirements
Operating Procedures
Principal's Marks
Reporting Period
Supply Terms
Trade Secrets
Valid Order
Working Hours
Competing Products
Material Breach
Compensation Claim
Contract Year
Exclusivity Rights
Commercial Agents Act
Sub-Agent
Marketing Materials
Regulatory Requirements
Business Opportunities
Direct Sales
Indirect Sales
Trade Discounts
Customer Database
Payment Terms
Order Processing System
Scope of Authority
Territory Rights
Agency Rights
Exclusivity
Commission
Payment Terms
Performance Obligations
Reporting Requirements
Training
Marketing and Promotion
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Records and Audit
Compliance
Insurance
Indemnification
Force Majeure
Term
Termination
Post-Termination
Compensation Claims
Assignment
Sub-Contracting
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Governing Law
Dispute Resolution
Interpretation
Warranties
Representation
Good Faith
Anti-Bribery
Export Control
Manufacturing
Retail
Technology
Financial Services
Industrial Products
Consumer Goods
Professional Services
Software and IT
Pharmaceuticals
Construction
Real Estate
Automotive
Telecommunications
Legal
Sales
Commercial
Business Development
Compliance
Finance
Operations
International Business
Contract Administration
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contracts Manager
Chief Commercial Officer
Sales Operations Manager
Channel Manager
Distribution Manager
Chief Executive Officer
Legal Director
Compliance Officer
Regional Sales Manager
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