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1. Parties: Identification and details of the Principal and the Middleman, 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 engaging the Middleman
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Commission', 'Customers', 'Territory', etc.
4. Appointment and Scope: Terms of the Middleman's appointment, whether exclusive or non-exclusive, and detailed description of authorized activities
5. Territory and Duration: Geographical area where the Middleman is authorized to operate and term of the agreement
6. Middleman's Obligations: Core duties, reporting requirements, compliance with laws, and performance standards
7. Principal's Obligations: Support, information, and resources to be provided by the Principal
8. Commission Structure: Detailed commission rates, calculation methods, and payment terms
9. Payment Terms: Timeline for commission payments, invoicing procedures, and payment methods
10. Confidentiality: Protection of confidential information and trade secrets
11. Termination: Grounds for termination, notice periods, and consequences of termination
12. Post-Termination: Obligations after termination, including commission on pending transactions
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Non-Compete: Restrictions on the Middleman's activities during and after the agreement, used when protecting market position is crucial
2. Data Protection: GDPR compliance obligations, needed when personal data processing is involved
3. Insurance: Insurance requirements for the Middleman, relevant for high-value transactions or regulated sectors
4. Training and Support: Details of training and support provided by the Principal, important for complex products or services
5. Marketing and Branding: Guidelines for using Principal's branding and marketing materials, relevant when Middleman represents Principal's brand
6. Sub-Agents: Terms for appointing sub-agents, if allowed
7. Force Majeure: Provisions for unforeseen circumstances preventing performance
8. Minimum Performance Requirements: Specific targets or quotas, used when performance metrics are essential
1. Commission Rates Schedule: Detailed breakdown of commission rates for different products/services
2. Territory Description: Detailed description or map of the authorized territory
3. Products and Services: Complete list of products/services the Middleman is authorized to promote
4. Reporting Templates: Standard forms for activity reports and commission calculations
5. Customer Categories: If applicable, classification of customers and corresponding commission rates
6. KPI Metrics: Detailed performance indicators and measurement methods
7. Compliance Guidelines: Specific compliance requirements and procedures
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