Exclusive Representation Agreement Template for Belgium

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Key Requirements PROMPT example:

Exclusive Representation Agreement

"I need an Exclusive Representation Agreement under Belgian law for our company's expansion into the Benelux region, where we'll appoint a local agent to exclusively sell our medical devices starting March 2025, with specific attention to regulatory compliance and commission structures."

Document background
The Exclusive Representation Agreement is essential for businesses seeking to establish a formal, exclusive commercial relationship in specific territories through a dedicated representative. This document type is particularly relevant when a company (principal) wants to grant exclusive rights to a representative to promote and sell their products or services in Belgium or other specified regions. The agreement must comply with Belgian law, particularly the Commercial Agency Law of 1995, and relevant EU regulations. It typically includes comprehensive provisions covering appointment terms, territory definition, commission structures, performance requirements, and termination conditions. This type of agreement is commonly used when entering new markets, establishing distribution channels, or restructuring existing commercial relationships, and requires careful consideration of both Belgian commercial law and EU competition regulations to ensure enforceability.
Suggested Sections

1. Parties: Identification and details of the Principal and the Representative, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an exclusive representation arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', and 'Commission'

4. Appointment and Scope: Terms of the exclusive appointment, specification of territory, and scope of representation

5. Duration and Termination: Term of the agreement, renewal provisions, and circumstances for termination

6. Representative's Rights and Obligations: Detailed responsibilities, performance standards, reporting requirements, and promotional obligations

7. Principal's Rights and Obligations: Support to be provided, information sharing, and product supply obligations

8. Exclusivity Terms: Specific terms of exclusivity, including any exceptions and conditions

9. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for commission eligibility

10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP during the representation

11. Confidentiality: Protection of confidential information and trade secrets

12. Post-Termination Obligations: Obligations and restrictions after agreement termination, including handover requirements

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

14. General Provisions: Standard clauses including force majeure, notices, and amendment procedures

Optional Sections

1. Non-Compete Clause: Restrictions on competing activities during and after the agreement - include when there's significant risk of competition

2. Minimum Performance Requirements: Specific sales targets or performance metrics - include when performance benchmarking is crucial

3. Insurance Requirements: Specific insurance coverage requirements - include when dealing with high-value products or services

4. Data Protection: GDPR compliance and data handling procedures - include when personal data processing is involved

5. Training and Support: Detailed training and support provisions - include for complex products or services

6. Sub-agents: Terms for appointing sub-agents - include when sub-representation might be needed

7. Marketing and Advertising: Specific marketing obligations and restrictions - include when marketing is a crucial aspect

8. Product Warranty: Warranty handling procedures - include for product-based representations

Suggested Schedules

1. Schedule 1 - Territory Definition: Detailed description of the geographic territory covered by the agreement, including any excluded areas

2. Schedule 2 - Product List: Comprehensive list of products or services covered by the representation agreement

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

4. Schedule 4 - Reporting Templates: Standard formats for regular activity and sales reporting

5. Schedule 5 - Performance Metrics: Detailed performance evaluation criteria and targets

6. Appendix A - Trademark Usage Guidelines: Guidelines for using the Principal's trademarks and branding

7. Appendix B - Customer Categories: Classification of customer types and any associated special terms

8. Appendix C - Operating Procedures: Detailed operational procedures and processes

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

Industrial Equipment

Consumer Goods

Technology and Software

Pharmaceuticals

Chemical Products

Automotive

Fashion and Luxury Goods

Medical Devices

Construction Materials

Agricultural Products

Professional Services

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Business Development

International Trade

Compliance

Operations

Finance

Executive Leadership

Distribution

Contract Administration

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Legal Counsel

Contract Manager

Chief Commercial Officer

Export Manager

Territory Manager

Distribution Manager

Sales Director

General Counsel

CEO

Managing Director

Commercial Agent

Business Representative

Regional Sales Director

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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