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Exclusive Sales Representative Agreement
"I need an Exclusive Sales Representative Agreement for my tech company to appoint a sales representative in the Philippines who will sell our software products exclusively in Metro Manila and Cebu, with a minimum annual sales target of 5 million pesos and the agreement to commence on March 1, 2025."
1. Parties: Identification of the principal company and the sales representative, including complete legal names and addresses
2. Background: Context of the agreement, including brief description of the principal's business and the purpose of appointing the sales representative
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Express appointment of the representative and scope of authority, including exclusivity provisions
5. Territory: Definition of the geographical area or market segment where the representative has exclusive rights
6. Term and Renewal: Duration of the agreement and conditions for renewal
7. Representative's Obligations: Detailed responsibilities and performance requirements of the sales representative
8. Principal's Obligations: Obligations of the principal company, including support and information provision
9. Commission Structure: Detailed commission rates, calculation methods, and payment terms
10. Sales Targets: Minimum performance requirements and sales quotas
11. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP
12. Confidentiality: Provisions for handling confidential information and trade secrets
13. Non-Competition: Restrictions on representing competing products or services
14. Termination: Grounds and procedures for termination of the agreement
15. Post-Termination: Obligations and restrictions after agreement termination
16. Governing Law: Specification of Philippine law as governing law and jurisdiction
17. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
18. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Training and Support: Detailed provisions for training and ongoing support when the principal provides extensive training programs
2. Marketing and Advertising: Specific requirements for marketing activities when the representative has marketing responsibilities
3. Sub-Representatives: Terms for appointing sub-representatives when allowed by the principal
4. Insurance Requirements: Specific insurance obligations when required by the nature of products or services
5. Data Protection: Detailed data protection provisions when handling sensitive customer data
6. Inventory Requirements: Stock maintenance obligations when the representative needs to maintain inventory
7. Customer Service Standards: Specific customer service requirements when after-sales service is part of the representation
8. Product Returns: Procedures for handling product returns when applicable to the business
9. Compliance with Industry Regulations: Additional compliance requirements for regulated industries
1. Schedule A - Products and Services: Detailed list of products or services covered by the agreement
2. Schedule B - Commission Rates: Detailed commission structure, including any variations by product or customer type
3. Schedule C - Territory Map: Detailed description or map of the exclusive territory
4. Schedule D - Sales Targets: Specific sales targets and measurement criteria
5. Schedule E - Reporting Templates: Standard forms for sales reports and performance tracking
6. Schedule F - Trademark Usage Guidelines: Guidelines for using the principal's trademarks and branding
7. Appendix 1 - Contact Details: Key contact information for both parties
8. Appendix 2 - Required Documentation: List of required licenses, permits, or certifications
Authors
Manufacturing
Consumer Goods
Industrial Products
Technology and Software
Medical Devices
Pharmaceutical
Automotive
Electronics
Telecommunications
Construction Materials
Food and Beverage
Professional Services
Agricultural Products
Chemicals and Raw Materials
Legal
Sales
Business Development
Commercial Operations
Contract Administration
Compliance
International Trade
Distribution
Channel Management
Corporate Affairs
Sales Director
Business Development Manager
Commercial Director
Chief Executive Officer
Managing Director
Sales Representative
Territory Manager
Regional Sales Manager
Legal Counsel
Contracts Manager
Chief Commercial Officer
Distribution Manager
Channel Manager
Sales Operations Manager
Chief Operating Officer
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