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Sole Agency Agreement
I need a Sole Agency Agreement for appointing an exclusive commercial agent to sell our pharmaceutical products in Northern Germany, with specific provisions for regulatory compliance and a minimum sales target of €2M for 2025.
1. Parties: Identification of the Principal and the Agent with 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 Territory, Products, Customers, and Commission
4. Appointment and Scope: Explicit statement of exclusive appointment and detailed scope of agent's authority
5. Term and Termination: Duration of agreement, renewal terms, and termination provisions as per HGB requirements
6. Agent's Rights and Obligations: Detailed responsibilities including promotion, reporting, and compliance with principal's instructions
7. Principal's Rights and Obligations: Principal's duties including information provision, support, and product supply
8. Commission Structure: Detailed commission calculation, payment terms, and conditions for commission entitlement
9. Intellectual Property: Usage rights and restrictions regarding principal's trademarks and materials
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: GDPR compliance and data handling requirements
12. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes
1. Post-Termination Non-Compete: Restrictions on agent's activities after agreement termination, only if specifically negotiated and compensated
2. Minimum Performance Requirements: Specific sales targets or performance metrics, included when principal requires measurable objectives
3. Stock Handling: Required when agent maintains inventory or handles physical products
4. Sub-Agents: Terms for appointment of sub-agents, if permitted by principal
5. Insurance Requirements: Specific insurance obligations, particularly relevant for high-value products or services
6. Marketing and Advertising: Detailed provisions for marketing activities and cost sharing, if applicable
7. Force Majeure: Provisions for unforeseen circumstances affecting performance
8. Bank Guarantee: Requirements for financial security, typically for high-value agreements
1. Schedule 1: Territory Definition: Detailed description of geographical areas covered by the agreement
2. Schedule 2: Product List: Comprehensive list of products/services covered by the agreement
3. Schedule 3: Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule 4: Reporting Templates: Standard forms for regular activity and sales reporting
5. Schedule 5: Customer List: List of existing customers and any special arrangements
6. Appendix A: Operating Procedures: Detailed procedures for order processing, customer service, and communication
7. Appendix B: Marketing Guidelines: Principal's requirements for marketing and brand representation
Authors
Agent
Principal
Territory
Products
Services
Commission
Customers
Existing Customers
New Customers
Intellectual Property Rights
Confidential Information
Business Day
Commencement Date
Term
Quarter
Year
Net Sales Price
Order
Valid Order
Sales Target
Minimum Performance Requirements
Trade Secrets
Marketing Materials
Operating Procedures
Force Majeure Event
Affiliate
Group Company
Good Industry Practice
Personal Data
Documentation
Competitive Products
Contract Period
Notice Period
Purchase Price
Reporting Period
Sales Report
Commission Statement
Business Hours
Product Specifications
Quality Standards
Termination Date
Working Hours
Exclusivity
Authority
Territory
Term
Commission
Payment Terms
Performance Obligations
Reporting Requirements
Non-Compete
Confidentiality
Data Protection
Intellectual Property
Termination
Force Majeure
Assignment
Notices
Entire Agreement
Severability
Amendments
Governing Law
Jurisdiction
Good Faith
Indemnification
Insurance
Compliance
Audit Rights
Sub-Agents
Marketing
Product Training
Customer Support
Stock Handling
Warranty
Bank Guarantee
Order Processing
Post-Termination Obligations
Dispute Resolution
Manufacturing
Consumer Goods
Industrial Equipment
Technology and Software
Pharmaceuticals
Automotive
Chemical Industry
Medical Devices
Machinery and Equipment
Fashion and Luxury Goods
Construction Materials
Electronics
Legal
Sales
Business Development
Commercial Operations
Compliance
Contract Administration
International Trade
Channel Management
Sales Operations
Corporate Development
Sales Director
Commercial Director
Business Development Manager
Legal Counsel
Contract Manager
Sales Operations Manager
Territory Manager
Channel Manager
Managing Director
Chief Commercial Officer
Regional Sales Manager
Compliance Officer
Sales Representative
Agency Relations Manager
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