Qualifying Agent Agreement Template for Germany

The Qualifying Agent Agreement is a specialized commercial contract used when a company (Principal) wishes to appoint a qualified representative to act on its behalf in specific markets or territories within Germany or the EU. This agreement type is governed by German law, particularly the German Commercial Code (HGB) and the EU Commercial Agents Directive, which provide substantial protection for commercial agents. The document outlines essential elements such as territory definitions, commission structures, reporting requirements, and compliance obligations. It is particularly important for companies expanding their market presence through qualified representatives, ensuring clear delineation of rights and responsibilities while maintaining compliance with German agency protection laws.

1. Parties: Identification of the Principal and the Qualifying Agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement, nature of the Principal's business, and purpose of appointing the Qualifying Agent

3. Definitions: Key terms used throughout the agreement, including Territory, Products, Customers, and Commission

4. Appointment and Scope: Terms of appointment, exclusivity (if any), and territorial scope of the agency

5. Agent's Duties and Responsibilities: Core obligations of the Qualifying Agent, including customer service, reporting, and compliance requirements

6. Principal's Duties and Obligations: Principal's responsibilities, including provision of information, marketing materials, and support

7. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission eligibility

8. Reporting and Accounting: Requirements for sales reports, commission statements, and record-keeping

9. Intellectual Property: Usage rights and restrictions regarding the Principal's trademarks and materials

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, notice periods, and grounds for termination

12. Post-Termination Provisions: Obligations and rights after termination, including commission on pending transactions

13. Data Protection: GDPR compliance and data processing obligations

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