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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."
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
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
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
Applicable Laws
Business Day
Commercial Agency Register
Commencement Date
Confidential Information
Commission
Customers
Effective Date
Events of Default
Exclusive Rights
Export Controls
Force Majeure Event
Governing Law
Intellectual Property Rights
Local Content
Marketing Materials
Ministry of Commerce
Net Sales
Performance Targets
Principal
Products
Quarter
Representative
Regulatory Approvals
Related Parties
Restricted Business
SAMA
Saudi Arabia
Services
Sharia
Specifications
Sub-representative
Technical Documentation
Term
Territory
Trademarks
Trade Secrets
VAT
Year
Term and Renewal
Exclusivity
Territory
Registration Requirements
Representative's Obligations
Principal's Obligations
Performance Requirements
Commission and Payment
Product Supply
Marketing and Promotion
Intellectual Property
Confidentiality
Non-Competition
Training and Support
Regulatory Compliance
Local Content Requirements
Reporting and Records
Quality Control
Warranties and Representations
Force Majeure
Termination
Post-Termination Obligations
Indemnification
Insurance
Assignment
Sub-contracting
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Language
Counterparts
Compliance with Laws
Anti-corruption
Data Protection
Import/Export Controls
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
Legal
Commercial
Business Development
Sales
Operations
Compliance
International Trade
Contract Administration
Regulatory Affairs
Corporate Development
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
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