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An Exclusive Selling Agency Agreement is a critical commercial document used when a company (principal) wishes to appoint an exclusive agent to sell their products or services in the United Arab Emirates. This agreement type is specifically regulated under UAE Federal Law No. 18 of 1981 and its amendments, requiring careful consideration of local legal requirements and commercial practices. The document is essential for businesses entering the UAE market through local agents, providing comprehensive coverage of exclusive rights, territories, commercial terms, and compliance requirements. It typically includes detailed provisions on product specifications, sales targets, marketing obligations, commission structures, and termination rights, while ensuring compliance with UAE Commercial Agency Law requirements for registration and protection of the agent's rights.

1. Parties: Identification of the Principal and the Agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the Principal's business and products, and purpose of appointing the Agent

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Exclusive Rights

4. Appointment and Scope: Express appointment of Agent as exclusive seller, detailed scope of authority, and territory definition

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

6. Rights and Obligations of the Agent: Detailed responsibilities including marketing, sales targets, customer service, and reporting requirements

7. Rights and Obligations of the Principal: Principal's commitments regarding product supply, support, training, and marketing assistance

8. Financial Terms: Commission structure, payment terms, currency, and calculation methods

9. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP during the agreement term

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition: Restrictions on Agent's involvement with competing products/services

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

13. Post-Termination Obligations: Duties and restrictions after agreement end, including return of materials and continued confidentiality

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

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