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The Sales Agent Commission Agreement is a crucial document for businesses operating in Switzerland that wish to engage external sales representatives to promote and sell their products or services. This agreement type is specifically governed by Swiss law, particularly the Swiss Code of Obligations (OR/CO), which provides detailed regulations for agency relationships. The document is essential when a company (Principal) wants to establish a formal relationship with a sales agent while ensuring clear commission structures, defining territories, and setting performance expectations. It includes provisions for commission calculations, payment terms, reporting requirements, and termination conditions, all aligned with Swiss legal requirements. The agreement is particularly relevant for companies expanding their sales reach without establishing direct employment relationships, offering flexibility while maintaining legal compliance with Swiss agency law provisions.

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 the purpose of appointing the Agent

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

4. Appointment and Territory: Formal appointment of the Agent and definition of the territorial scope of their activities

5. Agent's Rights and Obligations: Core responsibilities including promotion of products, customer service, reporting requirements, and professional conduct

6. Principal's Rights and Obligations: Principal's duties including product information, support, and training provision

7. Commission Structure: Detailed explanation of commission rates, calculation methods, and payment terms

8. Payment Terms: Timing of commission payments, currency, payment methods, and handling of late payments

9. Intellectual Property: Usage rights for Principal's trademarks, logos, and marketing materials

10. Confidentiality: Protection of business secrets and confidential information

11. Term and Termination: Duration of agreement, renewal terms, and termination provisions

12. Post-Termination: Obligations and rights after contract termination, including commission on pending transactions

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

14. General Provisions: Standard clauses including severability, entire agreement, and amendments