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The Exclusive Representation Agreement is a crucial document for companies seeking to establish or maintain a formal commercial presence in Saudi Arabia through an exclusive representative. This agreement type is particularly important given Saudi Arabia's commercial agency regulations, which require specific provisions and registrations for enforcement. The document serves as the foundational agreement between a principal (often a foreign company) and their chosen exclusive representative in Saudi Arabia, outlining exclusive territorial rights, commission structures, and mutual obligations. It must comply with both the Saudi Commercial Agencies Law and Sharia principles, making it essential for businesses expanding into the Saudi market. The agreement typically requires registration with the Ministry of Commerce and includes provisions for performance metrics, territory definitions, and product/service specifications.

1. Parties: Identification of the Principal and the Representative, including full legal names, addresses, and commercial registration details as required under Saudi law

2. Background: Context of the agreement, relationship between parties, and brief description of the Principal's business and products/services

3. Definitions: Definitions of key terms used throughout the agreement, including Territory, Products/Services, and Exclusive Rights

4. Appointment and Scope: Clear statement of exclusive appointment, territorial scope, and products/services covered

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

6. Rights and Obligations of the Representative: Detailed responsibilities including marketing, sales targets, customer service, and compliance with local laws

7. Rights and Obligations of the Principal: Support, training, product supply, and other commitments from the Principal

8. Financial Terms: Commission structure, payment terms, currency, and financial reporting requirements

9. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP in the Territory

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition: Restrictions during and after the agreement term, compliant with Saudi competition law

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

13. Post-Termination Obligations: Duties and restrictions after agreement ends, including inventory handling

14. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms

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