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1. Parties: Identification and details of the Principal and the Sales Representative
2. Background: Context of the agreement, including brief description of the business and purpose of the arrangement
3. Definitions: Key terms used throughout the agreement including Products, Territory, Customers, Commission, etc.
4. Appointment and Scope: Terms of exclusive appointment, territory definition, and scope of authority
5. Term and Termination: Duration of agreement, renewal terms, and grounds for termination
6. Rights and Obligations of Sales Representative: Detailed responsibilities, performance standards, and reporting requirements
7. Rights and Obligations of Principal: Support, training, product information, and other obligations of the principal
8. Commission Structure: Calculation method, payment terms, and conditions for commission
9. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, logos, and other IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term
12. Representations and Warranties: Standard assurances from both parties
13. Indemnification: Mutual indemnification obligations and liability limitations
14. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, etc.
15. Governing Law and Dispute Resolution: Choice of Hong Kong law and dispute resolution mechanisms
1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required
2. Marketing and Promotion: Add when the representative has specific marketing responsibilities or budgets
3. Product Training: Include when comprehensive product training programs are part of the arrangement
4. Sub-Representatives: Add when the representative may appoint sub-representatives
5. Insurance Requirements: Include when specific insurance coverage is required
6. Data Protection: Add when personal data processing is a significant aspect of the relationship
7. Force Majeure: Include when specific force majeure provisions are needed beyond standard clauses
8. Post-Termination Procedures: Add when detailed transition procedures are required
1. Schedule 1 - Products: Detailed list and specifications of products covered by the agreement
2. Schedule 2 - Territory: Detailed description and/or map of the exclusive territory
3. Schedule 3 - Commission Structure: Detailed commission rates, calculation methods, and examples
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Approved Marketing Materials: List of approved marketing materials and usage guidelines
6. Schedule 6 - Reporting Templates: Standard forms for regular sales and activity reporting
7. Appendix A - Contact Details: Key contact persons and their details for both parties
8. Appendix B - Standard Operating Procedures: Detailed procedures for order processing, customer service, etc.
Affiliate
Business Day
Commencement Date
Commission
Confidential Information
Customers
Effective Date
Existing Customers
Force Majeure Event
Initial Term
Intellectual Property Rights
Laws
Minimum Performance Requirements
Net Sales
New Customers
Orders
Principal
Products
Quarterly
Representatives
Sales Report
Sales Target
Services
Specification
Term
Territory
Trade Marks
Year
Competing Products
Customer Data
Marketing Materials
Payment Terms
Performance Period
Renewal Term
Sales Documentation
Sub-Representative
Technical Information
Training Materials
Working Hours
Exclusivity
Territory
Term
Performance Obligations
Commission
Payment Terms
Reporting Requirements
Training and Support
Marketing and Promotion
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Termination
Post-Termination Obligations
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Data Protection
Compliance with Laws
Insurance
Relationship of Parties
Sub-Contracting
Product Returns
Quality Control
Customer Service
Record Keeping
Audit Rights
Manufacturing
Consumer Goods
Electronics
Industrial Equipment
Pharmaceuticals
Medical Devices
Automotive
Luxury Goods
Software & Technology
Construction Materials
Telecommunications
Food & Beverage
Retail
Chemical Products
Textiles & Apparel
Legal
Sales
Business Development
Commercial
Operations
Distribution
Compliance
Finance
International Business
Contract Administration
Sales Director
Business Development Manager
Commercial Director
Chief Revenue Officer
Regional Sales Manager
Legal Counsel
Contracts Manager
Chief Executive Officer
Managing Director
Head of Distribution
Channel Manager
Sales Operations Manager
Chief Commercial Officer
Territory Manager
General Counsel
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