The Service Agency Agreement is a crucial document used when a company (principal) wishes to appoint a commercial agent to represent its interests and promote its products or services in specified territories under German law. This agreement type is particularly important in the German market, where commercial agents enjoy significant statutory protections under the German Commercial Code (HGB). The document comprehensively outlines the relationship between principal and agent, including scope of authority, commission structures, reporting obligations, and termination provisions. It must carefully balance commercial flexibility with mandatory legal requirements, particularly regarding the agent's rights to compensation upon termination. The agreement is essential for companies expanding their market presence through agents while ensuring compliance with German commercial law requirements.

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

2. Background: Context of the agreement, brief description of the principal's business, and purpose of appointing the agent

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Formal appointment of the agent, territory designation, and detailed scope of services

5. Agent's Rights and Obligations: Comprehensive list of agent's duties, responsibilities, and rights in line with HGB requirements

6. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

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

8. Reporting and Accounting: Requirements for activity reports, sales reports, and commission statements

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Non-Competition: Restrictions during the agreement term as permitted under German law

11. Intellectual Property: Usage rights of principal's IP and branded materials

12. Term and Termination: Duration, notice periods, and termination provisions compliant with HGB

13. Post-Termination: Obligations after termination, including compensation claims under §89b HGB

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