Sub Agency Agreement Template for Germany

The Sub Agency Agreement is essential for businesses operating in Germany that utilize multi-tier agency structures to expand their market reach. This document is typically used when a main agent, who has a direct contractual relationship with a principal, wishes to appoint additional representatives (sub-agents) to support their activities. The agreement must carefully balance the interests of all parties while ensuring compliance with German agency law, particularly the provisions of the HGB regarding commercial agents. It includes detailed provisions on commission structures, territorial rights, reporting obligations, and compliance requirements, while also addressing specific German legal requirements such as statutory notice periods and mandatory post-termination compensation (Ausgleichsanspruch). The document is particularly important in regulated industries where clear delegation of authority and compliance oversight are crucial.

1. Parties: Identification of the main agent (as principal) and the sub-agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement, including reference to the main agency agreement and the authority to appoint sub-agents

3. Definitions: Key terms used throughout the agreement, including defined terms from the main agency agreement where relevant

4. Appointment and Scope: Formal appointment of the sub-agent, specification of products/services, and territorial scope

5. Authority and Limitations: Extent and limitations of the sub-agent's authority to act on behalf of the main agent and principal

6. Duties and Obligations: Specific responsibilities of the sub-agent, including reporting requirements and performance standards

7. Commission Structure: Details of commission calculations, payment terms, and conditions for commission entitlement

8. Intellectual Property Rights: Usage rights and restrictions regarding the principal's and main agent's intellectual property

9. Confidentiality: Obligations regarding confidential information and trade secrets

10. Data Protection: GDPR compliance requirements and data handling obligations

11. Term and Termination: Duration of the agreement and grounds for termination

12. Post-Termination Obligations: Obligations and restrictions that survive termination

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

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments