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Agency Referral Agreement
"I need an Agency Referral Agreement under German law for my software company to appoint sales agents across the EU, with specific provisions for software license referrals and GDPR compliance, to be effective from March 2025."
1. Parties: Identification of the principal and the agent, including full legal names, registration details, and addresses
2. Background: Context of the agreement and brief description of the business relationship to be established
3. Definitions: Key terms used throughout the agreement, including 'Referred Customers', 'Services', 'Territory', and 'Commission'
4. Appointment and Scope: Terms of agent's appointment, exclusivity/non-exclusivity, and territorial scope
5. Agent's Obligations: Core duties of the agent including referral processes, reporting requirements, and standard of service
6. Principal's Obligations: Core duties of the principal including support, information provision, and handling of referred customers
7. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission eligibility
8. Term and Termination: Duration of the agreement, renewal terms, and termination provisions including notice periods
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Data Protection: GDPR compliance measures and data handling requirements
11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Non-Compete Obligations: Restrictions on competitive activities during and after the agreement term, used when protecting market position is crucial
2. Intellectual Property Rights: Provisions regarding use of trademarks and other IP, included when branding and marketing materials are involved
3. Insurance Requirements: Specific insurance obligations for either party, included for high-value or high-risk referrals
4. Training and Support: Details of training and support provided by principal, included for complex products or services
5. Marketing and Promotion: Guidelines for marketing activities and brand representation, included when agent will conduct marketing
6. Compliance with Laws: Specific regulatory compliance requirements, included for regulated industries
7. Force Majeure: Provisions for unforeseen circumstances, included when business continuity is critical
8. Assignment and Subcontracting: Rights to transfer or delegate obligations, included when flexibility in business structure is needed
1. Schedule 1: Commission Rates: Detailed breakdown of commission rates for different products/services or customer categories
2. Schedule 2: Territory Definition: Detailed description or map of the geographical territory covered by the agreement
3. Schedule 3: Reporting Requirements: Templates and specifications for regular reporting by the agent
4. Schedule 4: Service Level Agreement: Specific performance metrics and service standards
5. Appendix A: Referral Process: Step-by-step procedure for making and handling referrals
6. Appendix B: Approved Marketing Materials: List or examples of approved marketing materials and usage guidelines
Authors
Financial Services
Information Technology
Professional Services
Manufacturing
Real Estate
Insurance
Healthcare
Telecommunications
Business Consulting
Education and Training
Legal Services
Marketing and Advertising
Legal
Business Development
Sales
Compliance
Commercial
Operations
Partner Relations
Contract Administration
Account Management
Finance
Business Development Manager
Sales Director
Channel Partner Manager
Legal Counsel
Compliance Officer
Commercial Director
Partnership Manager
Chief Executive Officer
Managing Director
Sales Operations Manager
Account Manager
Contract Manager
Business Development Representative
Regional Sales Manager
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