Commercial Agency Agreement Template for Germany

The Commercial Agency Agreement is essential for businesses seeking to expand their market presence through independent sales representatives in Germany and/or Europe. This agreement type is specifically regulated under German law through the Commercial Code (Handelsgesetzbuch - HGB) §§ 84-92c and the EU Commercial Agents Directive, which provide significant protection for commercial agents. The document establishes the framework for the principal-agent relationship, covering crucial aspects such as territory designation, commission calculations, performance expectations, and termination provisions. It's particularly important to note that German law provides strong statutory rights for commercial agents, including mandatory commission structures and potential compensation claims upon termination (Ausgleichsanspruch under § 89b HGB).

1. Parties: Identification of the principal and commercial agent, 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 commercial agent

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, Customers, etc.

4. Appointment and Scope: Formal appointment of the agent, specification of exclusive/non-exclusive nature, and territorial scope

5. Agent's Rights and Obligations: Detailed description of the agent's duties, including promotion of sales, customer service, reporting requirements, and compliance with principal's instructions

6. Principal's Rights and Obligations: Principal's duties including providing information, materials, and support necessary for the agent to perform their duties

7. Commission Structure: Detailed provisions on commission rates, calculation methods, and payment terms as required by §§ 87-87c HGB

8. Commission Payment Terms: Timing of commission payments, statement requirements, and audit rights

9. Intellectual Property Rights: Usage rights and restrictions regarding the principal's trademarks, logos, and other IP

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Term and Termination: Duration of agreement, notice periods for termination as per § 89 HGB, and grounds for immediate termination

12. Post-Termination Provisions: Handling of pending transactions, return of materials, and compensation claims under § 89b HGB

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