Seller Agency Agreement Template for Germany

The Seller Agency Agreement is a crucial document for businesses seeking to expand their sales presence in German markets through independent commercial agents. This agreement type is specifically designed to comply with German law, particularly the German Commercial Code (HGB) and the EU Commercial Agents Directive. It is commonly used when a company (principal) wants to engage an independent agent to promote and sell their products without establishing their own sales force. The document addresses mandatory legal requirements including commission structures, termination provisions, and the agent's statutory right to compensation (Ausgleichsanspruch). It also covers practical aspects such as territory definition, performance expectations, reporting requirements, and data protection obligations. This agreement is particularly important as German law provides strong protections for commercial agents, making it essential to have a well-drafted agreement that balances the interests of both parties while ensuring legal compliance.

1. Parties: Identification of the principal (seller) and the commercial agent, including full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

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

4. Appointment and Scope: Terms of agent's appointment, territory definition, and whether exclusive or non-exclusive

5. Agent's Rights and Obligations: Core duties including promotion of sales, customer service, reporting requirements, and compliance with principal's policies

6. Principal's Rights and Obligations: Support to be provided, information sharing, and product supply obligations

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

8. Intellectual Property: Usage rights for principal's trademarks, logos, and marketing materials

9. Confidentiality: Protection of business secrets and confidential information

10. Data Protection: GDPR compliance and data processing obligations

11. Term and Termination: Duration, notice periods, and termination grounds in accordance with HGB §89

12. Post-Termination: Including mandatory compensation claims (Ausgleichsanspruch) under HGB §89b

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

14. General Provisions: Standard boilerplate clauses adapted to German law requirements