Agency Partnership Agreement for Germany

Agency Partnership Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes a hybrid business relationship combining elements of both commercial agency and partnership. The document is structured in accordance with the German Commercial Code (HGB) and Civil Code (BGB), specifically addressing the requirements of §§ 84-92c HGB for commercial agency relationships and §§ 705-740 BGB for partnership provisions. This agreement defines the rights, obligations, and commercial terms between a principal company and an agent-partner, including territory rights, commission structures, performance requirements, and partnership obligations while ensuring compliance with German and EU commercial agency regulations.

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What is a Agency Partnership Agreement?

The Agency Partnership Agreement is a specialized commercial contract designed for businesses seeking to establish a stronger, more integrated relationship than a traditional agency arrangement under German law. This document is particularly useful when companies want to grant their agents more significant rights and responsibilities while maintaining the core aspects of an agency relationship. It combines elements of both commercial agency (Handelsvertreter) regulations from the German Commercial Code and partnership provisions from the German Civil Code. The agreement is typically used when parties wish to create a more collaborative business model, share certain risks and rewards, while still maintaining the principal-agent framework. It includes detailed provisions for territory rights, commission structures, profit sharing, mutual obligations, and governance arrangements, all while ensuring compliance with German commercial law requirements and EU directives on commercial agents.

What sections should be included in a Agency Partnership Agreement?

1. Parties: Identification and details of all contracting parties, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including the business purpose and intention to form an agency partnership

3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation

4. Scope of Agency: Detailed description of the agency services, territory, and products/services covered

5. Partnership Structure: Nature of the partnership, roles, and responsibilities of each partner

6. Appointment and Authority: Terms of appointment, exclusivity (if any), and scope of authority granted to the agent-partner

7. Duties and Obligations: Specific responsibilities of each party, including reporting requirements and performance standards

8. Commission and Payment Terms: Compensation structure, calculation methods, payment schedules, and expenses

9. Intellectual Property Rights: Ownership and usage rights of trademarks, patents, and other IP

10. Confidentiality: Protection of business secrets and confidential information

11. Duration and Termination: Term of agreement, renewal provisions, and termination conditions

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

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

14. General Provisions: Standard clauses including severability, entire agreement, and amendments

What sections are optional to include in a Agency Partnership Agreement?

1. Non-Competition: Restrictions on competitive activities during and after the agreement - optional but common in agency agreements where significant market access or know-how is involved

2. Insurance: Requirements for professional liability and other insurance coverage - recommended for high-value or high-risk activities

3. Data Protection: GDPR compliance and data handling procedures - necessary if personal data processing is involved

4. Marketing and Branding: Guidelines for marketing activities and brand usage - relevant for customer-facing agencies

5. Training and Support: Details of training and support provided - important for technical products or services

6. Minimum Performance Requirements: Specific targets or KPIs - useful for performance-based relationships

7. Dispute Resolution: Alternative dispute resolution procedures - recommended for international partnerships

What schedules should be included in a Agency Partnership Agreement?

1. Schedule 1 - Territory and Products: Detailed list of geographical territories and products/services covered by the agreement

2. Schedule 2 - Commission Structure: Detailed commission rates, calculation methods, and examples

3. Schedule 3 - Performance Targets: Specific KPIs, sales targets, and performance measurement criteria

4. Schedule 4 - Reporting Templates: Standard forms and templates for regular business reporting

5. Schedule 5 - Operating Procedures: Detailed procedures for day-to-day operations and communication

6. Appendix A - Power of Attorney: Formal authorization document specifying the agent's powers

7. Appendix B - Brand Guidelines: Guidelines for use of trademarks, logos, and marketing materials

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

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Industrial Distribution

Consumer Goods

Technology and Software

Professional Services

Financial Services

Real Estate

Healthcare and Medical Devices

Automotive

Chemical and Pharmaceutical

Construction and Engineering

Renewable Energy

Relevant Teams

Legal

Commercial

Sales

Business Development

Compliance

Operations

International Business

Distribution

Partner Relations

Contract Administration

Agency Management

Relevant Roles

Chief Executive Officer

Managing Director

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Compliance Officer

Contract Manager

Partnership Manager

Agency Relations Manager

Regional Sales Manager

Channel Development Manager

Chief Operating Officer

Head of Distribution

International Business Manager

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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