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The Manufacturer's Rep Agreement is essential for companies seeking to expand their market presence in Austria and potentially other territories through independent sales representatives. This document is crucial when a manufacturer wants to establish a formal relationship with a commercial agent who will promote and sell their products without taking title to them. It must comply with Austrian commercial law, particularly the Unternehmensgesetzbuch (UGB) and the EU Commercial Agents Directive, which provide significant protections for commercial agents. The agreement typically includes detailed provisions on territory rights, commission structures, performance expectations, and termination rights, with special attention to mandatory compensation claims under Austrian law.

1. Parties: Identification of the manufacturer and the representative, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including the manufacturer's business, products, and desire to appoint a representative

3. Definitions: Key terms used throughout the agreement, including Products, Territory, Customers, Commission, etc.

4. Appointment and Territory: Terms of appointment, exclusivity/non-exclusivity, and defined geographic territory

5. Representative's Rights and Obligations: Core duties, promotion requirements, reporting obligations, and conduct standards

6. Manufacturer's Rights and Obligations: Support, training, information provision, and product supply obligations

7. Commission Structure: Commission rates, calculation methods, payment terms, and post-termination commission rights as per Austrian law

8. Intellectual Property: Usage rights for trademarks, trade names, and other IP during the representation

9. Confidentiality: Protection of business secrets and confidential information

10. Term and Termination: Duration, renewal terms, and termination provisions compliant with Austrian statutory notice periods

11. Post-Termination Obligations: Including mandatory compensation claims under Austrian law

12. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction

13. General Provisions: Standard boilerplate clauses adapted to Austrian law requirements