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1. Parties: Identification of the Principal and Sales Representative, including full legal names and registered addresses
2. Background: Context of the agreement, including Principal's business nature and desire to appoint Representative
3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', etc.
4. Appointment and Territory: Scope of appointment, territorial rights, and exclusivity/non-exclusivity provisions
5. Representative's Rights and Obligations: Detailed responsibilities, sales targets, reporting requirements, and conduct standards
6. Principal's Rights and Obligations: Support to be provided, training, marketing materials, and product information obligations
7. Commission Structure: Commission rates, calculation methods, payment terms, and currency specifications
8. Intellectual Property: Usage rights of trademarks, trade names, and other IP during the agreement term
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Agreement duration, renewal terms, and termination conditions
11. Post-Termination Obligations: Obligations after agreement ends, including return of materials and ongoing confidentiality
12. Governing Law and Jurisdiction: Specification of Canadian law governance and dispute resolution procedures
1. Non-Compete Clause: Restrictions on Representative's activities during and after the agreement - optional but recommended for exclusive arrangements
2. Insurance Requirements: Specific insurance coverage requirements - include if Representative needs to maintain certain insurance types
3. Compliance with Anti-Corruption Laws: Specific provisions regarding compliance with anti-corruption laws - important for high-risk territories
4. Data Protection: Specific provisions for handling customer data - include if dealing with personal data
5. Force Majeure: Provisions for unforeseen circumstances - particularly relevant for international agreements
6. Marketing and Advertising: Specific requirements for marketing activities - include if Representative will conduct independent marketing
7. Training Requirements: Detailed training obligations - include if specific product knowledge is required
8. Minimum Performance Requirements: Specific sales targets and consequences - include if performance metrics are crucial
1. Schedule A - Products: Detailed list of products/services covered by the agreement
2. Schedule B - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule C - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule D - Reporting Requirements: Templates and specifications for regular sales reports
5. Schedule E - Sales Targets: Specific sales targets and measurement periods
6. Appendix 1 - Approved Customer List: List of existing customers or approved potential customers if relevant
7. Appendix 2 - Marketing Guidelines: Guidelines for use of Principal's branding and marketing materials
8. Appendix 3 - Compliance Procedures: Detailed procedures for regulatory compliance and documentation
Applicable Laws
Approved Customers
Business Day
Commencement Date
Commission
Confidential Information
Customer
Effective Date
Exclusivity Period
Force Majeure Event
Intellectual Property Rights
Initial Term
Marketing Materials
Minimum Performance Requirements
Net Sales
Order
Principal
Products
Prospective Customer
Quarter
Renewal Term
Representative
Sales Report
Sales Target
Services
Territory
Term
Trade Marks
Working Hours
Territory Rights
Exclusivity
Commission
Payment Terms
Performance Requirements
Reporting Requirements
Training
Marketing and Promotion
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Term and Duration
Termination
Post-Termination Obligations
Force Majeure
Assignment
Compliance with Laws
Anti-Corruption
Data Protection
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Independent Contractor
Export Control
Manufacturing
Technology
Consumer Goods
Industrial Equipment
Software and SaaS
Pharmaceuticals
Medical Devices
Automotive
Electronics
Telecommunications
Chemical and Materials
Food and Beverage
Retail
Professional Services
Legal
Sales
Business Development
Compliance
Finance
Operations
International Trade
Commercial
Contract Administration
Risk Management
Chief Executive Officer
Sales Director
International Business Development Manager
Export Manager
Commercial Director
Legal Counsel
Compliance Officer
Sales Operations Manager
Regional Sales Manager
Channel Partner Manager
Business Development Representative
Contract Manager
Chief Commercial Officer
VP of Sales
International Sales Coordinator
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