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International Sales Representative Agreement Template for Germany

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Key Requirements PROMPT example:

International Sales Representative Agreement

"Need an International Sales Representative Agreement under German law for our software products, covering DACH region sales with a 15% commission structure and quarterly performance targets, starting March 2025, with strong IP protection clauses."

Document background
The International Sales Representative Agreement is essential for companies seeking to expand their sales presence in foreign markets through local representatives rather than direct employees. This agreement type is particularly relevant under German law, which provides specific protections and requirements for commercial agents under the Handelsgesetzbuch (HGB). It is commonly used when a company (Principal) wants to appoint an individual or company (Sales Representative) to promote and sell their products or services in defined international territories. The document must carefully balance compliance with mandatory German legal requirements while accommodating international business practices. It typically includes detailed provisions on territory rights, commission structures, performance expectations, and termination rights, with particular attention to the mandatory provisions of §§ 84-92c HGB regarding commercial agency relationships.
Suggested Sections

1. Parties: Identification of the Principal and Sales Representative, 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 Representative

3. Definitions: Key terms used throughout the agreement, including Territory, Products, Customers, Commission, etc.

4. Appointment and Territory: Formal appointment of the Sales Representative and definition of the geographical territory and any exclusivity rights

5. Rights and Obligations of the Sales Representative: Detailed responsibilities including customer solicitation, reporting, compliance with laws, and professional standards

6. Rights and Obligations of the Principal: Principal's commitments regarding product information, support, and cooperation

7. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission entitlement as per HGB requirements

8. Intellectual Property Rights: Usage rights for Principal's trademarks, logos, and other IP during the agreement

9. Confidentiality: Protection of business secrets and confidential information

10. Term and Termination: Duration of agreement, notice periods, and grounds for termination in compliance with HGB

11. Post-Termination Provisions: Handling of pending commissions, return of materials, and post-contractual obligations

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

Optional Sections

1. Non-Compete Obligations: Used when restricting the Representative's ability to work with competitors, must comply with § 90a HGB

2. Minimum Performance Requirements: Include when setting specific sales targets or performance metrics

3. Customer Protection Provisions: Used when specific customer relationships need protection or allocation

4. Data Protection: Detailed GDPR compliance section, necessary when extensive personal data processing is involved

5. Insurance Requirements: Include when requiring specific insurance coverage from the Representative

6. Training and Support: Used when the Principal provides specific training programs or support systems

7. Sub-agents: Include when the Representative is permitted to appoint sub-agents

8. Marketing and Advertising: Used when the Representative has specific marketing responsibilities or restrictions

Suggested Schedules

1. Product List: Detailed list of products/services the Representative is authorized to sell

2. Commission Rates and Calculations: Detailed commission structures, including any variations by product or customer type

3. Territory Description: Detailed description of geographical territory including any excluded areas

4. Reporting Templates: Standard forms for activity reports, sales reports, and customer information

5. Customer List: List of existing customers and any special arrangements (if applicable)

6. Minimum Performance Targets: Specific sales targets or KPIs if applicable

7. Brand Guidelines: Guidelines for use of Principal's trademarks and marketing materials

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

Technology and Software

Consumer Goods

Industrial Equipment

Professional Services

Healthcare and Medical Devices

Automotive

Chemical and Materials

Electronics

Luxury Goods

Food and Beverage

Telecommunications

Relevant Teams

Legal

Sales

Business Development

International Operations

Commercial Operations

Compliance

Finance

Contract Administration

Export

Senior Management

Relevant Roles

Sales Director

International Business Development Manager

Legal Counsel

Commercial Director

Export Manager

Chief Commercial Officer

Sales Operations Manager

Channel Manager

Business Development Director

International Sales Manager

Contract Manager

Chief Executive Officer

General Counsel

Sales Representative

Regional Sales 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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