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Agency Agreement
"I need an Agency Agreement under German law for appointing an exclusive sales agent to represent our medical devices in Bavaria and Baden-Württemberg, with a minimum sales target of €2M for 2025 and a graduated commission structure starting at 5%."
1. Parties: Identification and details of the Principal and Agent, including full legal names, registration details, and addresses
2. Background: Context of the agency relationship and brief description of the Principal's business and purpose of appointing the Agent
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Formal appointment of the Agent and detailed scope of authority, including territory and products/services covered
5. Agent's Rights and Obligations: Comprehensive list of Agent's duties, responsibilities, and rights under the agreement
6. Principal's Rights and Obligations: Principal's commitments, responsibilities, and rights in relation to the Agent and the agency relationship
7. Commission Structure: Detailed provisions regarding commission rates, calculation methods, and payment terms as required by §§87-87c HGB
8. Term and Termination: Duration of the agreement, notice periods, and grounds for termination in accordance with German law
9. Post-Termination Provisions: Obligations after termination, including compensation claims (Ausgleichsanspruch) under §89b HGB
10. Confidentiality: Provisions regarding confidential information and trade secrets
11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Exclusivity: Used when the Agent is granted exclusive rights in specific territories or for specific products
2. Minimum Performance Requirements: Include when setting specific sales targets or performance metrics for the Agent
3. Sub-Agents: Include when the Agent may be permitted to appoint sub-agents
4. Non-Compete Provisions: Post-contractual non-compete obligations, if applicable (subject to §90a HGB)
5. Insurance Requirements: Include when specific insurance coverage is required from the Agent
6. Data Protection: Include detailed GDPR compliance provisions when personal data processing is involved
7. Marketing and Promotion: Include when specific marketing obligations or restrictions apply to the Agent
8. Training Requirements: Include when the Agent must undergo specific training or certification
1. Schedule 1 - Territory Description: Detailed description of the geographical territory covered by the agency
2. Schedule 2 - Products/Services: Comprehensive list of products or services the Agent is authorized to promote/sell
3. Schedule 3 - Commission Rates and Calculations: Detailed commission structure, including any variations by product/service type
4. Schedule 4 - Reporting Requirements: Templates and timing for regular reports required from the Agent
5. Schedule 5 - Operating Procedures: Detailed procedures for order processing, customer service, and other operational matters
6. Appendix A - Power of Attorney: If required, specific powers granted to the Agent
7. Appendix B - Marketing Guidelines: Guidelines for use of Principal's trademarks and marketing materials
Authors
Agent
Principal
Territory
Products
Services
Commencement Date
Commission
Confidential Information
Customer
Effective Date
Force Majeure
Intellectual Property Rights
Net Sales Price
Order
Parties
Products
Quarter
Sales Target
Term
Trade Secrets
Transaction
Working Day
Year
Minimum Performance Requirements
Operating Procedures
Reporting Period
Sub-Agent
Termination Date
Business Hours
Contract Year
Ausgleichsanspruch
Marketing Materials
Competing Products
Commission Period
Group Company
Indemnified Party
Material Breach
Notice
Procured Customer
Duration
Territory
Scope of Authority
Agent Obligations
Principal Obligations
Commission
Payment Terms
Reporting
Non-Competition
Confidentiality
Intellectual Property
Data Protection
Performance Requirements
Training
Marketing and Promotion
Sub-Agents
Record Keeping
Audit Rights
Force Majeure
Termination
Post-Termination
Compensation
Insurance
Indemnification
Assignment
Notices
Severability
Entire Agreement
Amendments
Waiver
Force Majeure
Governing Law
Dispute Resolution
Language
Exclusivity
Compliance with Laws
Anti-Corruption
Order Processing
Customer Service
Product Returns
Quality Standards
Warranties
Business Ethics
Manufacturing
Retail
Wholesale
Technology
Industrial Equipment
Consumer Goods
Professional Services
Software and IT
Pharmaceuticals
Medical Devices
Automotive
Chemical Industry
Construction Materials
Fashion and Textiles
Food and Beverage
Legal
Sales
Business Development
Commercial Operations
Compliance
Contract Administration
International Business
Partner Management
Distribution
Strategic Planning
Sales Director
Commercial Director
Business Development Manager
Legal Counsel
Contracts Manager
Sales Operations Manager
Chief Commercial Officer
Regional Sales Manager
Channel Manager
Partner Manager
Chief Executive Officer
Managing Director
Head of Distribution
Compliance Officer
International Business Manager
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