International Sales Representative Agreement Template for England and Wales

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Key Requirements PROMPT example:

International Sales Representative Agreement

I need an International Sales Representative Agreement for our German sales representative who will be selling our software products across the DACH region, with a minimum sales target of €2M annually and commission rates varying between 5-8% based on performance.

Document background
The International Sales Representative Agreement is essential for businesses expanding their sales operations internationally through third-party representatives. This document establishes the legal and commercial framework for the relationship between a principal company and its international sales representatives, defining territories, commission structures, and performance expectations. Governed by English and Welsh law, it incorporates crucial provisions from the Commercial Agents Regulations 1993 and addresses international trade considerations. The agreement is particularly important for protecting both parties' interests while ensuring compliance with relevant jurisdictional requirements.
Suggested Sections

1. Parties: Identification of principal and sales representative

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of representation and geographical territory

5. Duties and Obligations: Responsibilities of both parties including reporting requirements, compliance with laws, and standard of performance

6. Commission Structure: Payment terms, commission rates, calculation methods, and payment timelines

7. Term and Termination: Duration of agreement, renewal terms, and grounds for termination

8. Governing Law: Choice of law (England and Wales) and jurisdiction clauses

Optional Sections

1. Non-Compete: Restrictions on competing activities during and after the agreement term

2. Performance Targets: Specific sales goals, metrics, and consequences of not meeting targets

3. Training Provisions: Requirements for product/service training and ongoing education

4. Marketing Requirements: Specific marketing obligations and brand usage guidelines

Suggested Schedules

1. Territory Description: Detailed definition of geographical coverage and any excluded territories

2. Commission Schedule: Detailed breakdown of commission structures, rates, and special terms

3. Product List: Comprehensive list of products/services covered by the agreement

4. Reporting Templates: Standard forms for activity reporting and commission calculations

5. Performance Metrics: Detailed KPIs, measurement criteria, and evaluation methods

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Commercial Agents Regulations 1993: Key UK legislation implementing EU Directive 86/653/EEC, governing commercial agency relationships, including provisions for commission, termination, and compensation rights

Common Law of Contract: Fundamental principles of English contract law, including offer, acceptance, consideration, and intention to create legal relations

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, particularly exclusion and limitation clauses

Employment Rights Act 1996: Legislation defining employment rights and status - crucial for clearly distinguishing between employee and independent contractor status

Agency Workers Regulations 2010: Regulations governing the rights of agency workers and their relationship with both agencies and end-users

Export Control Act 2002: Controls on the export of strategic goods and technology, including licensing requirements and restrictions

Trade Act 2021: Post-Brexit legislation establishing UK's independent trade policy framework and implementation of international trade agreements

UK GDPR and Data Protection Act 2018: Comprehensive data protection framework governing the processing of personal data and cross-border data transfers

Bribery Act 2010: Anti-corruption legislation creating offences for bribery and failure to prevent bribery, with international reach

Competition Act 1998: Primary competition law in the UK, prohibiting anti-competitive agreements and abuse of dominant market position

Value Added Tax Act 1994: Principal legislation governing VAT in the UK, including international sales and services

Enterprise Act 2002: Legislation covering various aspects of competition law and consumer protection in business relationships

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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