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Exclusive Representative Agreement
"I need an Exclusive Representative Agreement under Austrian law for my manufacturing company to appoint a sole representative for our industrial equipment in Germany and Switzerland, with a 5-year term starting March 1, 2025, including minimum annual sales targets and quarterly performance reviews."
1. Parties: Identification and details of the Principal and the Representative, including their legal status and registered addresses
2. Background: Context of the agreement, including the Principal's business, the Representative's expertise, and the parties' intention to enter into an exclusive representation arrangement
3. Definitions: Key terms used throughout the agreement, including Territory, Products, Exclusive Rights, Commission, etc.
4. Appointment and Scope: Formal appointment of the Representative, establishing exclusivity and defining the territorial scope
5. Term and Renewal: Duration of the agreement, including start date and renewal provisions
6. Representative's Rights and Obligations: Detailed responsibilities including promotion, reporting, compliance with laws, and protection of Principal's interests
7. Principal's Rights and Obligations: Principal's commitments, including support, training, and information provision
8. Commission and Payment Terms: Commission structure, calculation method, payment terms, and currency
9. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP during the agreement
10. Confidentiality: Protection of confidential information exchanged during the relationship
11. Termination: Grounds for termination, notice periods, and consequences of termination
12. Post-Termination Obligations: Obligations surviving termination, including commission on pending transactions
13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
14. General Provisions: Standard clauses including notices, amendments, assignment, and severability
1. Performance Targets: Specific sales or performance targets, used when the Principal wants to set measurable objectives
2. Training and Support: Detailed provisions for training and support programs, relevant when complex products/services are involved
3. Marketing and Promotion: Specific marketing obligations and cost-sharing arrangements, important for high-value products
4. Non-Competition: Restrictions during and after the agreement, subject to Austrian competition law limitations
5. Insurance: Insurance requirements for the Representative, important for high-risk products or services
6. Data Protection: GDPR compliance provisions, necessary when personal data processing is involved
7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in international agreements
8. Bank Guarantee: Requirements for financial security, used in high-value representation agreements
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement
2. Schedule 2 - Territory: Detailed definition of the geographical territory, including any excluded areas
3. Schedule 3 - Commission Structure: Detailed commission calculations, including any variations by product or customer type
4. Schedule 4 - Performance Criteria: Specific performance metrics and evaluation criteria
5. Schedule 5 - Reporting Requirements: Templates and timing for regular reporting
6. Appendix A - Principal's Trademarks: List of trademarks and usage guidelines
7. Appendix B - Confidentiality Agreement: Detailed confidentiality terms, if not fully covered in main agreement
8. Appendix C - Training Program: Details of initial and ongoing training requirements
Authors
Manufacturing
Technology and Software
Consumer Goods
Industrial Equipment
Pharmaceuticals
Automotive
Chemical Industry
Medical Devices
Construction Materials
Food and Beverage
Fashion and Luxury Goods
Professional Services
Telecommunications
Legal
Sales
Business Development
Commercial Operations
International Business
Contract Administration
Compliance
Finance
Operations
Corporate Development
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Chief Executive Officer
Managing Director
Sales Representative
Territory Manager
Commercial Operations Manager
Distribution Manager
International Business Manager
Regulatory Compliance Officer
Chief Commercial Officer
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