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This Independent Sales Rep Agreement is designed for use in the United Arab Emirates when a company wishes to engage an independent sales representative to promote and sell its products or services without creating an employment relationship. The document is structured to comply with UAE federal laws, particularly the Commercial Agency Law (Federal Law No. 18 of 1981) and Commercial Transactions Law (Federal Law No. 18 of 1993), while explicitly avoiding creation of a registered commercial agency relationship unless intended. It covers essential elements such as territory definition, commission structures, performance expectations, and termination provisions, while including specific UAE legal requirements and cultural considerations. The agreement is particularly important for companies expanding their sales presence in the UAE market through independent representatives rather than direct employees.

1. Parties: Identifies the principal company and the independent sales representative, including full legal names and addresses

2. Background: Sets out the context of the agreement and the independent nature of the relationship

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Specifies the appointment of the sales representative and their designated territory

5. Scope of Authority: Details what the sales representative can and cannot do on behalf of the principal

6. Independent Contractor Status: Explicitly establishes the independent nature of the relationship and disclaims employment status

7. Duties and Responsibilities: Outlines the specific duties and performance expectations of the sales representative

8. Commission and Payment Terms: Details the commission structure, calculation method, and payment terms

9. Intellectual Property Rights: Covers the use of trademarks, logos, and other IP owned by the principal

10. Confidentiality: Establishes obligations regarding confidential information

11. Non-Competition and Non-Solicitation: Sets out restrictions during and after the agreement term

12. Term and Termination: Specifies the duration and conditions for termination

13. Post-Termination Obligations: Outlines obligations and rights after agreement termination

14. Governing Law and Jurisdiction: Specifies UAE law as governing law and establishes jurisdiction

15. General Provisions: Includes standard boilerplate clauses like notices, amendments, and severability