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The Exclusive Representation Agreement is essential for businesses seeking to establish dedicated commercial relationships in the German market through authorized representatives. This document type is particularly relevant when a company (principal) wants to grant exclusive rights to a representative to promote and sell their products or services in a defined territory. The agreement must comply with German law, particularly the Commercial Code (HGB) and civil law (BGB) requirements, and includes mandatory protections for commercial agents. Key contents include exclusivity terms, commission structures, performance requirements, and termination provisions. The document is crucial for establishing clear boundaries of representation and ensuring compliance with German commercial agency regulations.

1. Parties: Identification of the principal and the representative, including full legal names, registration details, and addresses

2. Background: Context of the agreement, nature of the principal's business, and purpose of the representation

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

4. Appointment and Scope: Express appointment of representative, confirmation of exclusivity, and territorial scope

5. Rights and Obligations of Representative: Detailed responsibilities, performance standards, and reporting requirements

6. Rights and Obligations of Principal: Principal's commitments, support obligations, and information provision requirements

7. Exclusivity Terms: Specific terms of exclusive representation, including territorial and customer restrictions

8. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission entitlement

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

10. Confidentiality: Confidentiality obligations and handling of business secrets

11. Term and Termination: Duration, renewal terms, and termination provisions compliant with German law

12. Post-Termination Provisions: Including mandatory compensation claims (Ausgleichsanspruch) under §89b HGB

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction