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The Sales Partnership Agreement is a crucial document for businesses operating in Germany who wish to expand their sales channels through external partnerships. It is specifically designed to comply with German legal requirements, particularly the German Commercial Code (HGB) and Civil Code (BGB). This agreement type is essential when a company (principal) wants to engage a sales partner to promote and sell their products or services in specified territories or to targeted customer segments. The document covers critical aspects such as commission structures, performance requirements, territory rights, and compliance with German commercial agency laws. It also addresses modern business concerns including data protection under GDPR and intellectual property rights. The agreement is particularly important as it provides legal certainty and clear operational guidelines while ensuring compliance with German mandatory commercial agency provisions, including the sales partner's potential statutory rights to compensation upon termination.

1. Parties: Identification and details of the contracting parties (Principal and Sales Partner)

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Terms of appointment, territory, and scope of the sales partnership

5. Rights and Obligations of Sales Partner: Detailed responsibilities, performance standards, and conduct requirements

6. Rights and Obligations of Principal: Support, information provision, and other obligations of the principal company

7. Products and Services: Description of products/services covered by the agreement

8. Commission Structure: Commission rates, calculation methods, and payment terms

9. Reporting and Accounting: Requirements for sales reports, documentation, and financial accounting

10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP

11. Confidentiality: Confidentiality obligations and handling of sensitive information

12. Non-Competition: Competition restrictions during and after the agreement

13. Term and Termination: Duration, renewal, and termination provisions including notice periods

14. Post-Termination: Obligations and rights after termination, including compensation claims

15. Data Protection: GDPR compliance and data handling requirements

16. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement