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The Agency Agreement is a fundamental document for businesses seeking to establish commercial representation in Saudi Arabia. It is particularly crucial as Saudi law requires certain types of agency relationships to be registered with the Ministry of Commerce. This document establishes the framework for appointing a local Saudi agent to represent a principal's interests, typically in activities such as product distribution, sales, or service provision. The agreement must carefully balance international commercial practices with local legal requirements, including compliance with the Commercial Agencies Law and Sharia principles. It should address key aspects such as exclusivity, territory rights, commission structures, and performance obligations, while ensuring proper protection for both parties under Saudi jurisdiction.

1. Parties: Identification of Principal and Agent, including full legal names, addresses, and commercial registration details

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an agency relationship

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

4. Appointment and Scope: Express appointment of the agent, territory coverage, and scope of authority

5. Duration and Renewal: Term of the agreement, conditions for renewal, and notice periods

6. Rights and Obligations of the Agent: Detailed responsibilities, performance standards, and compliance requirements

7. Rights and Obligations of the Principal: Support, training, marketing materials, and other obligations of the principal

8. Commission and Payment Terms: Commission structure, calculation method, payment terms, and currency

9. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

12. Termination: Grounds for termination, notice requirements, and consequences

13. Post-Termination Obligations: Obligations surviving termination, including return of materials and settlement of accounts

14. Governing Law and Jurisdiction: Saudi law as governing law and jurisdiction of Saudi courts

15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments