The Middleman Commission Agreement is essential for businesses operating in the UAE that utilize intermediaries to facilitate transactions, expand market reach, or secure new business opportunities. This document type is particularly relevant in the UAE's dynamic business environment, where intermediary relationships are common across various sectors. The agreement must comply with UAE Federal Law No. 5 of 1985 (Civil Code) and Federal Law No. 18 of 1993 (Commercial Code), among other relevant regulations. It typically includes comprehensive details about commission structures, performance expectations, territorial rights, and service scope. The agreement is crucial for protecting both parties' interests while ensuring clear understanding of roles, responsibilities, and compensation arrangements in line with UAE legal requirements.
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1. Parties: Identification of the Principal and the Middleman, including full legal names, addresses, and registration details
2. Background: Context of the agreement, business relationship, and purpose of engaging the middleman
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Commission', 'Territory', and 'Customers'
4. Appointment and Scope: Terms of middleman's appointment, exclusivity/non-exclusivity, and detailed scope of services
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Commission Structure: Detailed breakdown of commission rates, calculation methods, and payment terms
7. Payment Terms: Timeline for commission payments, invoice requirements, and payment methods
8. Obligations of the Middleman: Specific duties, responsibilities, and performance standards expected from the middleman
9. Obligations of the Principal: Principal's commitments, support, and responsibilities to the middleman
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Competition: Restrictions on competing activities during and after the agreement
12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including force majeure, notices, and amendments
1. Performance Targets: Specific sales or business targets, used when the commission structure is linked to performance metrics
2. Territory Restrictions: Geographical limitations on middleman's activities, included when operations are limited to specific regions
3. Marketing and Promotion: Requirements for marketing activities, included when middleman has promotional responsibilities
4. Training and Support: Details of training provided by principal, included when specific product knowledge is required
5. Intellectual Property: IP rights and usage terms, included when middleman needs to use principal's branding
6. Insurance Requirements: Specific insurance coverage requirements, included for high-risk or regulated industries
7. Compliance Requirements: Specific regulatory compliance obligations, included for regulated industries or activities
1. Commission Rates Schedule: Detailed breakdown of commission rates for different products/services
2. Territory Map: Geographical definition of the territory if territory-based restrictions apply
3. Product/Service List: Comprehensive list of products/services covered by the agreement
4. Performance Metrics: Detailed KPIs and performance measurement criteria
5. Reporting Templates: Standard formats for activity reports and commission calculations
6. Compliance Procedures: Step-by-step procedures for regulatory compliance if applicable
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