The Exclusive Sales Representative Agreement is a crucial document for businesses seeking to establish a dedicated sales presence in specific territories within or from Belgium. This agreement type is particularly important given Belgium's stringent commercial agency laws, which provide significant protections for sales representatives. The document defines exclusive territorial rights, commission structures, and performance expectations while ensuring compliance with both Belgian Commercial Agency Law and EU regulations. It's commonly used when a company (Principal) wants to grant exclusive rights to a representative to promote and sell their products in a defined territory, while maintaining control over their brand and sales strategy. The agreement must carefully balance the principal's commercial interests with the legal protections afforded to commercial agents under Belgian law, including mandatory provisions regarding notice periods, commission calculations, and post-termination indemnities.

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

2. Background: Context of the agreement, brief description of the Principal's business and the purpose of appointing the Sales Representative

3. Definitions: Key terms used throughout the agreement, including Products, Territory, Customers, Commission, etc.

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

5. Rights and Obligations of the Sales Representative: Detailed responsibilities including promotion, customer service, reporting, and compliance requirements

6. Rights and Obligations of the Principal: Principal's commitments regarding product supply, support, training, and information provision

7. Exclusivity Terms: Specific provisions regarding territorial exclusivity, customer exclusivity, and any exceptions

8. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission entitlement

9. Performance Targets: Minimum performance requirements and consequences of not meeting targets

10. Intellectual Property: Usage rights of trademarks, trade names, and other IP during the agreement

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration, renewal terms, and termination provisions including mandatory notice periods

13. Post-Termination Obligations: Obligations after agreement ends, including return of materials and indemnity calculations

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