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Sales Partner Agreement
"I need a Sales Partner Agreement under Austrian law for appointing an exclusive sales partner to distribute our medical devices in Austria and Germany, with specific provisions for regulatory compliance and a minimum annual sales target of €2M, starting March 2025."
1. Parties: Identification of the principal company and the sales partner, including full legal names, registration details, and addresses
2. Background: Context of the agreement, nature of the principal's business, and purpose of the sales partner relationship
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Customers, Commission, etc.
4. Appointment and Scope: Formal appointment of sales partner, definition of territory, and scope of authority
5. Rights and Obligations of Sales Partner: Detailed responsibilities, reporting requirements, and performance standards
6. Rights and Obligations of Principal: Support to be provided, information sharing, and principal's commitments
7. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission eligibility
8. Intellectual Property Rights: Usage rights for trademarks, logos, and marketing materials
9. Confidentiality: Protection of business secrets and confidential information
10. Data Protection: GDPR compliance and data handling requirements
11. Term and Termination: Duration, renewal terms, and termination provisions including mandatory notice periods
12. Post-Termination Obligations: Duties after agreement ends, including return of materials and final accounting
13. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes
14. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Non-Compete Obligations: Restrictions during and after the agreement term - optional but recommended for protecting business interests
2. Minimum Performance Requirements: Specific sales targets or KPIs - include when performance metrics are crucial
3. Training and Support: Detailed provisions for training and ongoing support - relevant for complex products or services
4. Insurance Requirements: Specific insurance coverage requirements - important for high-risk products or services
5. Marketing and Promotion: Specific marketing obligations and cost sharing - relevant for partnerships requiring significant marketing effort
6. Stock Holding: Requirements for maintaining inventory - relevant if sales partner needs to hold stock
7. Customer Service Requirements: After-sales service obligations - important for technical or service-intensive products
8. Compliance with Industry Regulations: Specific regulatory compliance requirements - necessary for regulated industries
1. Schedule 1 - Territory Definition: Detailed description of geographical territory or customer segments
2. Schedule 2 - Product List: Complete list of products/services covered by the agreement
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule 4 - Reporting Templates: Standard forms for activity reporting and commission calculations
5. Schedule 5 - Marketing Guidelines: Brand guidelines and approved marketing practices
6. Appendix A - Data Processing Agreement: GDPR-compliant data processing terms
7. Appendix B - Service Level Agreement: Specific performance metrics and service standards
8. Appendix C - Compliance Documentation: Required certificates, permits, or compliance documentation
Authors
Applicable Law
Austrian Commercial Agents Act
Business Day
Commencement Date
Commission
Competing Products
Confidential Information
Customers
Data Protection Laws
Effective Date
Force Majeure
GDPR
Good Industry Practice
Intellectual Property Rights
Net Sales
Order
Party/Parties
Personal Data
Principal
Products
Quarter
Sales Partner
Sales Partner Manual
Sales Reports
Sales Targets
Schedules
Services
Subsidiary
Term
Territory
Trade Secrets
Trademarks
Year
Minimum Performance Requirements
Marketing Materials
Payment Terms
Reporting Period
Target Market
Working Hours
Territory
Exclusivity
Authority
Performance Obligations
Commission
Payment Terms
Reporting
Training
Support
Marketing
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Compliance
Representations and Warranties
Record Keeping
Audit Rights
Term
Termination
Force Majeure
Insurance
Indemnification
Limitation of Liability
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Third Party Rights
Further Assurance
Costs
Counterparts
Language
Waiver
Independent Contractor
Manufacturing
Technology
Consumer Goods
Industrial Equipment
Software and IT
Professional Services
Healthcare Products
Automotive
Electronics
Construction Materials
Food and Beverage
Pharmaceuticals
Telecommunications
Sales
Legal
Business Development
Commercial
Compliance
Finance
Operations
Partner Relations
Channel Management
Contract Administration
Sales Director
Commercial Director
Business Development Manager
Channel Manager
Legal Counsel
Contracts Manager
Sales Operations Manager
Regional Sales Manager
Partner Relations Manager
Chief Commercial Officer
Distribution Manager
Account Executive
Compliance Officer
Sales Administration Manager
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