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1. Parties: Identification of the principal and the sales representative, including full legal names, addresses, and registration details
2. Background: Context of the agreement, including brief description of the principal's business and the purpose of appointing an exclusive sales representative
3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Net Sales', and 'Intellectual Property Rights'
4. Appointment and Scope: Express appointment of the representative as exclusive sales representative, defining exclusivity terms and territory
5. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination, including notice periods as per Swiss law
6. Representative's Rights and Obligations: Core duties, sales targets, reporting requirements, and conduct standards
7. Principal's Rights and Obligations: Support obligations, product information provision, and training commitments
8. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission eligibility
9. Intellectual Property Rights: Usage rights for trademarks, logos, and marketing materials
10. Confidentiality: Protection of business secrets and confidential information
11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
13. General Provisions: Standard clauses including force majeure, entire agreement, and amendments
1. Minimum Performance Requirements: Include when specific sales targets or KPIs are crucial for the relationship
2. Marketing and Promotion: Include when the representative has specific marketing responsibilities or budgets
3. Training and Support: Include when extensive training or technical support is required
4. Insurance Requirements: Include when specific insurance coverage is necessary due to product nature or regulatory requirements
5. Data Protection: Include when handling of personal data is significant part of the relationship
6. Compliance with Anti-Corruption Laws: Include for international sales activities or when dealing with government clients
7. Product Warranty Handling: Include when representative will handle warranty claims or returns
8. Sub-Agents: Include when sub-agents might be appointed in the territory
1. Schedule 1 - Territory Definition: Detailed description of geographical territory and any excluded accounts
2. Schedule 2 - Product List: Comprehensive list of products covered by the agreement, including specifications and prices
3. Schedule 3 - Commission Structure: Detailed commission rates, calculation methods, and examples
4. Schedule 4 - Sales Targets: Specific sales targets and measurement criteria
5. Schedule 5 - Reporting Templates: Standard forms for sales reports and forecasts
6. Schedule 6 - Marketing Guidelines: Brand guidelines and approved marketing practices
7. Appendix A - Code of Conduct: Principal's business conduct requirements and ethical standards
8. Appendix B - Technical Support Procedures: Procedures for obtaining technical support and escalation processes
Affiliate
Applicable Laws
Business Day
Commencement Date
Competing Products
Confidential Information
Customers
Effective Date
Existing Customers
Force Majeure Event
Intellectual Property Rights
Net Sales
New Customers
Products
Principal
Purchase Order
Quarter
Representative
Sales Target
Services
Specification
Sub-Agent
Term
Territory
Trade Marks
Commission
Gross Margin
Marketing Materials
Minimum Performance Requirements
Net Price
Order
Prospective Customer
Quality Standards
Reporting Period
Sales Documentation
Technical Information
Working Hours
Exclusivity
Territory
Term
Termination
Commission
Payment
Performance Obligations
Reporting
Training
Support
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Insurance
Force Majeure
Assignment
Sub-Contracting
Notice
Amendment
Severability
Waiver
Data Protection
Compliance
Audit Rights
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Marketing
Customer Service
Product Returns
Quality Control
Records Maintenance
Business Ethics
Import/Export Compliance
Manufacturing
Industrial Equipment
Technology and Software
Medical Devices
Pharmaceuticals
Luxury Goods
Professional Services
Telecommunications
Construction Materials
Agricultural Products
Consumer Electronics
Automotive
Chemical Products
Sales
Legal
Business Development
Commercial Operations
Contract Administration
Finance
Compliance
International Trade
Channel Management
Export
Sales Director
Commercial Director
Business Development Manager
Chief Revenue Officer
Sales Operations Manager
Legal Counsel
Contracts Manager
Chief Commercial Officer
Regional Sales Manager
Channel Partner Manager
Export Manager
Territory Manager
Sales Representative
Agency Manager
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