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Business Agency Agreement for Germany

Business Agency Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes and regulates the relationship between a principal company and a commercial agent. The agreement defines the agent's authority to negotiate and/or conclude sales of products or services on behalf of the principal within a specified territory. It complies with the German Commercial Code (HGB §§ 84-92c) and includes essential provisions for commission structures, rights and obligations of both parties, reporting requirements, and termination provisions. The document also addresses mandatory compensation claims (Ausgleichsanspruch) and incorporates relevant EU directive requirements.

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What is a Business Agency Agreement?

The Business Agency Agreement is a critical document used when a company (principal) wishes to engage an independent commercial agent to promote its business and potentially conclude sales contracts on its behalf in Germany. This arrangement is specifically regulated under German law, particularly through the German Commercial Code (Handelsgesetzbuch - HGB §§ 84-92c) and influenced by EU Directive 86/653/EEC. The agreement comprehensively covers the agent's authority, territory, commission structure, reporting obligations, and both parties' rights and responsibilities. It includes mandatory provisions required by German law, such as the post-termination compensation claim (Ausgleichsanspruch), and can be customized to include specific business requirements while maintaining compliance with legal requirements. This document is essential for companies expanding their sales operations through commercial agents in the German market.

What sections should be included in a Business Agency Agreement?

1. Parties: Identification of the principal and commercial agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of agent's appointment and defined geographical territory

5. Agent's Rights and Obligations: Core duties, including promotion of business, customer relations, and compliance with principal's instructions

6. Principal's Rights and Obligations: Principal's duties, including information provision and support to the agent

7. Commission Structure: Calculation method, payment terms, and conditions for commission earnings

8. Reporting and Accounting: Requirements for regular reporting, documentation, and financial record-keeping

9. Confidentiality: Protection of business secrets and confidential information

10. Duration and Termination: Contract term, notice periods, and grounds for termination

11. Post-Termination Provisions: Including compensation claims (Ausgleichsanspruch) under HGB § 89b

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

What sections are optional to include in a Business Agency Agreement?

1. Non-Compete Obligations: Restrictions during and after the agreement, used when protection against competition is needed

2. Data Protection: GDPR compliance provisions, required when personal data processing is involved

3. Additional Services: Description of any services beyond standard agency activities

4. Performance Targets: Specific sales or performance goals, used when minimum performance levels are required

5. Sub-Agents: Terms for appointing sub-agents, if permitted

6. Insurance Requirements: Specific insurance obligations, used for high-risk activities

7. Marketing and Branding: Guidelines for using principal's branding, when relevant to the agency activities

8. Training Requirements: Specific training obligations, used for technical or specialized products

What schedules should be included in a Business Agency Agreement?

1. Schedule 1 - Products and Services: Detailed list of products/services the agent is authorized to promote

2. Schedule 2 - Commission Rates: Detailed commission structure, including any variations by product/service

3. Schedule 3 - Territory Description: Detailed description of geographical territory, including any exclusions

4. Schedule 4 - Reporting Templates: Standard forms for regular reporting requirements

5. Schedule 5 - Customer List: List of existing customers and any special arrangements

6. Appendix A - Principal's Policies: Relevant business policies and procedures

7. Appendix B - Marketing Materials: Approved marketing materials and guidelines

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions













































Clauses





































Relevant Industries

Manufacturing

Consumer Goods

Industrial Equipment

Technology

Software

Financial Services

Insurance

Pharmaceuticals

Medical Devices

Automotive

Chemical Industry

Construction Materials

Telecommunications

Professional Services

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Compliance

Executive Leadership

Contract Management

Channel Management

International Business

Agency Relations

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Commercial Officer

Sales Operations Manager

Regional Sales Manager

Channel Manager

Compliance Officer

Chief Executive Officer

Managing Director

Commercial Agent

Sales Representative

Agency Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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