Exclusive Representative Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Exclusive Representative Agreement

"I need an Exclusive Representative Agreement for appointing a Saudi distributor to represent our US-based software company's cloud security products, with the agreement starting January 2025 and including strict data protection clauses and quarterly performance targets."

Document background
The Exclusive Representative Agreement is a critical document for companies seeking to establish a formal commercial presence in Saudi Arabia through a local representative. This agreement type is particularly important due to Saudi Arabia's requirement for foreign companies to work through registered local agents or representatives in many business sectors. The document must comply with the Commercial Agencies Law and be registered with the Ministry of Commerce. It typically covers essential elements such as territory definition, exclusivity terms, performance requirements, commission structures, and compliance with local regulations. The agreement is crucial for foreign principals wanting to ensure their interests are protected while operating within Saudi legal framework, and for Saudi representatives seeking to secure exclusive rights to represent international products or services. The document must carefully balance the principal's need for market control with the strong protections offered to commercial agents under Saudi law.
Suggested Sections

1. Parties: Identification of the principal company and the exclusive representative, including full legal names, registration details, and addresses

2. Background: Context of the agreement, including brief description of the principal's business and the purpose of appointing an exclusive representative

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Terms of exclusive appointment, territory coverage, and products/services included

5. Duration and Renewal: Term of the agreement, conditions for renewal, and notice periods

6. Representative's Rights and Obligations: Detailed responsibilities including marketing, sales targets, customer service, and compliance requirements

7. Principal's Rights and Obligations: Support to be provided, supply commitments, and training obligations

8. Financial Terms: Commission structure, payment terms, currency, and financial reporting requirements

9. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP during the representation

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition: Restrictions during and after the agreement term

12. Termination: Grounds for termination, notice requirements, and consequences

13. Governing Law and Jurisdiction: Application of Saudi law and dispute resolution mechanisms

14. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments

Optional Sections

1. Compliance with Anti-Corruption Laws: Include when dealing with government contracts or high-risk sectors

2. Local Content Requirements: Include when subject to Saudi Aramco or government procurement requirements

3. Performance Guarantees: Include when specific performance metrics are crucial to the relationship

4. Training and Support: Include when extensive product training or technical support is required

5. Insurance Requirements: Include when specific insurance coverage is necessary for the products/services

6. Data Protection: Include when personal data processing is involved

7. Import/Export Compliance: Include when products are subject to import/export regulations

8. Sub-Representatives: Include when sub-representatives might be appointed

Suggested Schedules

1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement

2. Schedule 2 - Territory: Detailed description of the geographic territory and any exclusions

3. Schedule 3 - Commission Structure: Detailed commission calculations, payment terms, and special rates

4. Schedule 4 - Performance Targets: Annual/quarterly sales targets and KPIs

5. Schedule 5 - Technical Requirements: Technical specifications and compliance requirements

6. Schedule 6 - Marketing Guidelines: Guidelines for marketing and promotion of products/services

7. Schedule 7 - Trademark Usage Guidelines: Rules for using principal's trademarks and branding

8. Appendix A - Required Registrations: List of required local registrations and permits

9. Appendix B - Reporting Templates: Standard forms for periodic reporting

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
Relevant Industries

Manufacturing

Industrial Equipment

Consumer Goods

Technology and Software

Healthcare and Medical Devices

Automotive

Construction Materials

Chemical and Petrochemical

Telecommunications

Professional Services

Retail and Distribution

Energy and Utilities

Relevant Teams

Legal

Commercial

Business Development

Sales

Operations

Compliance

International Trade

Contract Administration

Regulatory Affairs

Corporate Development

Relevant Roles

Chief Executive Officer

Commercial Director

Business Development Manager

Legal Counsel

Compliance Officer

Sales Director

Operations Manager

Country Manager

Regional Director

Contract Manager

Commercial Agency Manager

Distribution Manager

Market Development Manager

Regulatory Affairs Manager

General Counsel

Managing Director

Industries
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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