Exclusive Commission Agreement for Australia

Exclusive Commission Agreement Template for Australia

This document establishes an exclusive commercial relationship between a Principal and an Agent under Australian law, where the Agent is granted exclusive rights to sell products or services within a defined territory. The agreement comprehensively covers commission structures, performance expectations, territorial rights, and obligations of both parties. It includes specific provisions compliant with Australian competition law and consumer protection regulations, particularly addressing exclusive dealing arrangements under the Competition and Consumer Act 2010 (Cth). The document provides detailed frameworks for commission calculations, payment terms, reporting requirements, and termination provisions.

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What is a Exclusive Commission Agreement?

The Exclusive Commission Agreement is a crucial commercial document used when a business (Principal) wishes to appoint an exclusive representative (Agent) to sell their products or services in a specific territory within Australia. This agreement type is particularly important in establishing clear boundaries for exclusive territories, commission structures, and performance expectations while ensuring compliance with Australian competition law. The document is essential for businesses expanding their sales channels through agents, providing comprehensive coverage of commission calculations, payment terms, performance criteria, and termination provisions. It includes specific clauses addressing Australian legal requirements, particularly those under the Competition and Consumer Act 2010 (Cth) and relevant state legislation. The agreement is designed to protect both parties' interests while establishing a clear framework for their commercial relationship.

What sections should be included in a Exclusive Commission Agreement?

1. Parties: Identification of the Principal and the Agent, including full legal names and addresses

2. Background: Context of the agreement, brief description of the business relationship and purpose

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation clauses

4. Appointment and Scope: Terms of exclusive appointment, territory coverage, and products/services included

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Commission Structure: Detailed explanation of commission rates, calculation methods, and qualifying sales

7. Payment Terms: Timing and method of commission payments, reporting requirements, and audit rights

8. Principal's Obligations: Responsibilities of the principal including support, information provision, and product supply

9. Agent's Obligations: Key responsibilities and performance requirements of the agent

10. Exclusivity Provisions: Specific terms regarding the exclusive nature of the appointment and any limitations

11. Intellectual Property: Usage rights and restrictions regarding trademarks, logos, and other IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Termination: Grounds for termination, notice requirements, and immediate termination rights

14. Post-Termination: Obligations and rights after agreement termination, including commission on pipeline deals

15. General Provisions: Standard clauses including notices, governing law, and dispute resolution

What sections are optional to include in a Exclusive Commission Agreement?

1. Performance Targets: Specific sales targets or KPIs, used when minimum performance levels need to be established

2. Sub-Agents: Terms regarding the appointment of sub-agents, if permitted

3. Training and Support: Detailed provisions about training and support when significant product knowledge is required

4. Insurance: Insurance requirements when specific coverage is needed for the industry or territory

5. Non-Competition: Post-termination restrictions on competition, if appropriate and enforceable in the jurisdiction

6. Data Protection: Specific data handling requirements when personal data processing is involved

7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in volatile markets or regions

8. Marketing Obligations: Specific marketing requirements and cost-sharing arrangements when relevant to the business model

What schedules should be included in a Exclusive Commission Agreement?

1. Schedule 1 - Territory Definition: Detailed description of the geographic or market territory covered

2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the agreement

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or volume

4. Schedule 4 - Reporting Requirements: Templates and timing for sales reports and commission calculations

5. Schedule 5 - Performance Criteria: Specific KPIs or targets if applicable

6. Appendix A - Operating Procedures: Detailed procedures for order processing, customer service, and other operational matters

7. Appendix B - Trademark Usage Guidelines: Guidelines for use of principal's trademarks and branding

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Wholesale Trade

Retail

Real Estate

Insurance

Financial Services

Technology

Professional Services

Distribution

Import/Export

Automotive

Consumer Goods

Industrial Equipment

Pharmaceuticals

Medical Devices

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Compliance

Finance

Executive Leadership

Contract Administration

Distribution

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Sales Agent

Territory Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Sales Operations Manager

Channel Manager

Distribution Manager

Regional Sales Manager

Commercial Operations Manager

Compliance Officer

Chief Executive 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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