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Termination Of Agency Contract
"I need a Termination of Agency Contract for mutually agreed termination of our pharmaceutical sales agency in Austria, with an effective date of March 1, 2025, including provisions for handling ongoing clinical trials and commission calculations for pipeline deals."
1. Parties: Identification of the Principal and the Commercial Agent, including full legal names, registration numbers, and addresses
2. Background: Brief description of the existing agency relationship, reference to the original agency agreement, and its key dates
3. Definitions: Key terms used in the termination agreement, including references to the original agreement's definitions where applicable
4. Termination: Clear statement of termination, effective date, and compliance with notice periods under HVertrG
5. Ongoing Transactions: Treatment of transactions in progress, including commission arrangements for deals in pipeline
6. Final Accounting: Provisions for final commission calculations, payment terms, and deadline for final settlement
7. Compensation Claim: Acknowledgment and settlement of the agent's statutory compensation claim under § 24 HVertrG
8. Return of Materials: Obligations regarding return of business materials, documentation, and company property
9. Confidentiality: Ongoing obligations regarding confidential information and trade secrets
10. Governing Law: Confirmation of Austrian law application and jurisdiction
1. Post-Termination Non-Compete: Include when parties agree on post-contractual competition restrictions, ensuring compliance with Austrian competition law
2. Customer Transfer: Include when specific arrangements are needed for transferring customer relationships back to the principal
3. Mutual Release: Include when parties wish to waive future claims against each other, except for those that cannot be waived under Austrian law
4. Data Protection: Include when specific arrangements are needed for handling personal data post-termination
5. Third Party Rights: Include when there are sub-agents or other third parties whose rights need to be addressed
6. Severability: Include when parties want to ensure partial invalidity doesn't affect the entire agreement
1. Schedule 1 - Ongoing Transactions: List of pending transactions and their status at termination date
2. Schedule 2 - Commission Calculation: Detailed breakdown of final commission calculations and any agreed adjustments
3. Schedule 3 - Company Materials: Inventory of all materials to be returned to the principal
4. Schedule 4 - Customer List: List of customers and status of their accounts/relationships
5. Appendix A - Original Agency Agreement: Copy of the original agency agreement being terminated
6. Appendix B - Final Settlement Statement: Detailed financial statement showing all final payments and settlements
Authors
Agency Agreement
Agent
Principal
Effective Date
Termination Date
Territory
Products
Commission
Outstanding Commissions
Compensation Claim
Confidential Information
Customer
Existing Customers
Business Day
Intellectual Property Rights
Ongoing Transactions
Pipeline Transactions
Company Materials
Trade Secrets
Final Settlement Date
Non-Compete Period
Handelsvertretergesetz
Sub-Agency Agreements
Settlement Statement
Original Agreement
Termination
Final Commission Calculation
Compensation Claim
Outstanding Transactions
Return of Materials
Confidentiality
Non-Competition
Data Protection
Customer Transfer
Final Settlement
Release and Waiver
Intellectual Property
Post-Termination Obligations
Cooperation
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Third Party Rights
Assignment
Force Majeure
Costs
Amendments
Counterparts
Manufacturing
Wholesale Trade
Retail
Insurance
Real Estate
Financial Services
Technology
Pharmaceuticals
Industrial Equipment
Consumer Goods
Automotive
Chemical Industry
Construction Materials
Agricultural Products
Medical Devices
Legal
Sales
Commercial
Compliance
Business Development
Operations
Contract Management
Distribution
Executive Leadership
Risk Management
Commercial Director
Sales Director
Legal Counsel
Business Development Manager
Contract Manager
Compliance Officer
Chief Executive Officer
Managing Director
Sales Operations Manager
Distribution Manager
Agency Relations Manager
General Counsel
Head of Commercial
Chief Commercial Officer
Regional Sales Manager
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