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Exclusive Sales Representative Agreement
"I need an Exclusive Sales Representative Agreement under Dutch law for my software company to appoint a sales representative in the Benelux region, with special provisions for SaaS products and a minimum annual sales target of €2 million starting January 2025."
1. Parties: Identification of the Principal and the Sales Representative, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including the Principal's business, products, and desire to appoint an exclusive sales representative
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Customers, Commission, etc.
4. Appointment and Scope: Express appointment of the representative as exclusive sales representative and definition of the territory
5. Exclusivity Terms: Details of the exclusive rights granted and any limitations or exceptions
6. Representative's Obligations: Core duties including promotion, customer service, reporting, and minimum performance requirements
7. Principal's Obligations: Support, training, marketing materials, and product information obligations
8. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for commission entitlement
9. Term and Termination: Duration of agreement, renewal terms, and termination provisions including notice periods
10. Post-Termination: Obligations after termination, including handover of materials and customer information
11. Intellectual Property: Usage rights for trademarks, logos, and other IP during the agreement
12. Confidentiality: Protection of confidential information and trade secrets
13. Data Protection: GDPR compliance and data handling requirements
14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Non-Competition: Restrictions on representing competing products, used when the principal wants to prevent the representative from working with competitors
2. Performance Targets: Specific sales targets and consequences of meeting/missing them, included when the principal wants to set measurable performance criteria
3. Training Requirements: Detailed training obligations and certification requirements, used for technical or complex products
4. Insurance: Requirements for professional liability insurance, included when dealing with high-value products or services
5. Stock Holding: Terms for maintaining product inventory, used when the representative needs to keep stock
6. Sub-Agents: Rights and conditions for appointing sub-agents, included when the territory is large or complex
7. Marketing Contribution: Cost-sharing arrangements for marketing activities, used when joint marketing efforts are required
8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in international agreements
1. Schedule 1 - Territory Definition: Detailed description of the geographical territory, including any excluded areas or customers
2. Schedule 2 - Products: Comprehensive list of products covered by the agreement, including specifications and prices
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product type or customer category
4. Schedule 4 - Performance Targets: Specific sales targets and measurement criteria
5. Schedule 5 - Reporting Templates: Standard forms for regular sales reports and customer information
6. Schedule 6 - Operating Procedures: Detailed procedures for order processing, customer service, and communication
7. Appendix A - Marketing Guidelines: Guidelines for use of trademarks, marketing materials, and brand standards
8. Appendix B - Customer Service Standards: Required service levels and customer support procedures
Authors
Manufacturing
Technology
Consumer Goods
Industrial Equipment
Software and IT
Medical Devices
Pharmaceuticals
Electronics
Automotive
Chemical Products
Fashion and Apparel
Construction Materials
Professional Services
Telecommunications
Legal
Sales
Commercial
Business Development
Compliance
Operations
Finance
Contract Administration
International Business
Sales Director
Commercial Director
Business Development Manager
Legal Counsel
Contract Manager
Sales Manager
Chief Commercial Officer
Managing Director
Head of Sales
Regional Sales Manager
Channel Manager
Sales Operations Manager
Chief Executive Officer
General Counsel
Compliance Officer
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