The Exclusive Representation Agreement is a crucial commercial document used when a business (principal) wishes to appoint an exclusive representative to act on their behalf within a specified territory or market segment in New Zealand. This agreement type is particularly important in commercial relationships where exclusive rights are granted for market representation, sales, or service provision. The document comprehensively addresses all aspects of the exclusive relationship, including territorial boundaries, commission structures, performance expectations, and compliance with New Zealand law. It's essential for businesses expanding their market presence through dedicated representatives while maintaining control over their brand and commercial interests. The agreement ensures clarity in the exclusive nature of the relationship and provides legal protection for both parties under New Zealand's commercial law framework.

1. Parties: Identifies and defines the parties to the agreement - the Principal and the Representative

2. Background: Sets out the context of the agreement, including the Principal's business and desire for representation, and the Representative's qualifications

3. Definitions: Defines key terms used throughout the agreement, including Territory, Products/Services, and Exclusive Representation

4. Appointment and Scope: Clearly states the exclusive appointment and defines the territorial and product/service scope of the representation

5. Term: Specifies the duration of the agreement, including start date and initial term

6. Exclusivity Provisions: Details the exact nature of the exclusive relationship and any limitations

7. Representative's Obligations: Comprehensive list of the Representative's duties, responsibilities, and performance standards

8. Principal's Obligations: Outlines the Principal's commitments, support, and obligations to the Representative

9. Commission and Payment Terms: Details the commission structure, payment terms, and calculation methods

10. Reporting and Performance Review: Specifies reporting requirements and performance evaluation processes

11. Intellectual Property: Addresses the use of trademarks, logos, and other IP during the representation

12. Confidentiality: Defines confidential information and obligations regarding its protection

13. Termination: Sets out grounds for termination, notice periods, and consequences of termination

14. Post-Termination Obligations: Specifies obligations and restrictions that survive termination

15. General Provisions: Standard boilerplate clauses including governing law, notices, and amendment procedures