The Sales Representative Agreement is essential for businesses operating in Germany that wish to expand their sales operations through independent commercial agents. This document type is specifically regulated under German law, particularly the German Commercial Code (HGB), which provides strict requirements regarding the commercial agent's rights and obligations. The agreement is commonly used when a company wants to engage an independent sales representative to promote and sell products or services within a defined territory, without creating an employment relationship. It must address mandatory provisions of German law, including commission structures, notice periods, and post-termination compensation rights. The document requires careful drafting to balance the principal's business interests with the protective provisions that German law provides for commercial agents.

1. Parties: Identification of the principal company and the sales representative, including full legal names, addresses, and registration details

2. Background: Context of the agreement and brief description of the business relationship to be established

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

4. Appointment and Scope: Formal appointment of the representative, their status as independent contractor, and scope of authority

5. Territory and Exclusivity: Definition of geographical area and whether the appointment is exclusive or non-exclusive

6. Representative's Duties: Detailed obligations including promotion of products, reporting requirements, and compliance with principal's policies

7. Principal's Obligations: Company's duties including providing necessary information, materials, and support

8. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission entitlement

9. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP

10. Confidentiality: Obligations regarding confidential information and trade secrets

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

12. Post-Termination: Obligations after termination including commission payments and return of materials

13. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement