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International Sales Commission Agreement Template for Germany

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Key Requirements PROMPT example:

International Sales Commission Agreement

"I need an International Sales Commission Agreement under German law for appointing an exclusive sales agent to sell our industrial machinery in the Benelux region, with a 10% commission rate and quarterly sales targets starting from March 2025."

Document background
The International Sales Commission Agreement is essential for businesses seeking to expand their sales operations through independent agents in international markets while maintaining compliance with German law. This document is particularly important as German law provides strong protections for commercial agents and contains numerous mandatory provisions that cannot be contracted out of. The agreement needs to carefully balance commercial flexibility with legal compliance, particularly regarding commission calculations, territorial rights, and post-termination compensation. It's commonly used when a company wants to enter new markets without establishing their own sales force, defining the relationship between the principal and the agent, including detailed commission structures, performance expectations, and reporting requirements. The agreement must strictly comply with the German Commercial Code (HGB) while accommodating international business practices.
Suggested Sections

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

2. Background: Context of the agreement, brief description of the principal's business and the purpose of appointing the sales agent

3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', and 'Net Sales'

4. Appointment and Territory: Scope of agent's appointment, exclusivity/non-exclusivity, and defined territorial boundaries

5. Agent's Rights and Obligations: Detailed responsibilities including promotion, reporting, compliance with laws, and customer service requirements

6. Principal's Rights and Obligations: Principal's commitments including product information, support, and training

7. Commission Structure: Detailed commission rates, calculation methods, and payment terms in compliance with German law

8. Payment Terms and Reporting: Commission payment schedule, currency, reporting requirements, and audit rights

9. Intellectual Property: Usage rights for principal's trademarks, logos, and marketing materials

10. Confidentiality: Protection of business secrets and confidential information

11. Term and Termination: Duration, renewal terms, and termination provisions including mandatory notice periods under German law

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

13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

14. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Minimum Performance Requirements: Optional targets and minimum performance criteria, used when specific sales targets are required

2. Sub-Agents: Rules regarding appointment of sub-agents, include when sub-agents might be necessary in the territory

3. Non-Compete: Post-contractual non-compete provisions, subject to German law restrictions and compensation requirements

4. Insurance: Requirements for professional liability insurance, relevant for high-value sales or regulated products

5. Data Protection: Detailed GDPR compliance provisions, essential when personal data processing is significant

6. Product Training: Detailed training requirements and procedures, important for technical or complex products

7. Marketing and Advertising: Specific provisions about marketing activities and cost sharing, relevant for extensive marketing activities

Suggested Schedules

1. Schedule 1: Territory Definition: Detailed description of geographical territory including any excluded areas or customers

2. Schedule 2: Products: Complete list of products covered by the agreement including specifications and prices

3. Schedule 3: Commission Rates: Detailed commission structure including any variations by product, customer type, or volume

4. Schedule 4: Reporting Templates: Standard forms for sales reports, customer information, and commission calculations

5. Schedule 5: Marketing Guidelines: Guidelines for use of trademarks, marketing materials, and approval processes

6. Appendix A: Performance Targets: If applicable, specific sales targets and evaluation criteria

7. Appendix B: Approved Sub-Agents: If applicable, list of pre-approved sub-agents and their territories

Authors

Alex Denne

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

Relevant legal definitions





















































Clauses




































Relevant Industries

Manufacturing

Industrial Equipment

Consumer Goods

Software and Technology

Professional Services

Medical Devices

Automotive

Chemical Products

Machinery and Equipment

Telecommunications

Fashion and Textiles

Construction Materials

Electronics

Relevant Teams

Legal

Sales

Commercial

Business Development

Compliance

Finance

Operations

International Business

Contract Administration

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Export Manager

International Sales Manager

Sales Operations Manager

Compliance Officer

Chief Executive Officer

Managing Director

Regional Sales Director

Channel Manager

Sales Agent

Commercial Agent

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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