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Limited Agency Agreement for Germany

Limited Agency Agreement Template for Germany

A Limited Agency Agreement governed by German law establishes a controlled representation relationship between a principal and an agent, clearly defining the specific scope and limitations of the agent's authority. The agreement complies with German Civil Code (BGB) and Commercial Code (HGB) requirements, incorporating essential provisions for agency relationships while establishing clear boundaries on the agent's powers. It includes detailed sections on appointment, scope of authority, duties, remuneration, and termination, all structured to ensure compliance with German legal requirements and provide adequate protection for both parties.

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What is a Limited Agency Agreement?

The Limited Agency Agreement is essential for businesses operating in Germany who need to appoint representatives with specific, controlled authority to act on their behalf. This document is particularly relevant when companies want to expand their presence in new markets or sectors while maintaining strict control over their representatives' actions. The agreement must comply with German legal requirements, including the German Civil Code (BGB) and Commercial Code (HGB), making it suitable for both domestic and international businesses operating under German jurisdiction. It includes crucial elements such as scope of authority, remuneration structures, reporting requirements, and termination provisions, while establishing clear limitations to protect the principal's interests. The Limited Agency Agreement is commonly used in situations where a company needs representation for specific business activities but wants to limit potential risks and maintain control over their agent's actions.

What sections should be included in a Limited Agency Agreement?

1. Parties: Identification and details of the Principal and Agent, including full legal names, registration numbers, 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 Scope: Express appointment of the agent and detailed description of the limited scope of authority

5. Duration: Term of the agreement, including start date and whether fixed-term or indefinite

6. Agent's Authority: Specific powers granted to the agent and express limitations on authority

7. Agent's Duties and Obligations: Detailed responsibilities of the agent, including reporting requirements and compliance with laws

8. Principal's Duties and Obligations: Responsibilities of the principal, including provision of information and support

9. Remuneration: Fee structure, payment terms, and calculation of commission if applicable

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Termination: Grounds for termination, notice periods, and consequences of termination

12. Post-Termination Obligations: Obligations that survive termination, including return of materials and ongoing confidentiality

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

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

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

1. Non-Competition: Restrictions on agent's activities during and after the agreement, used when protecting market position is crucial

2. Intellectual Property: IP rights and usage provisions, included when the agent will handle or create IP

3. Data Protection: GDPR compliance and data handling procedures, required when personal data processing is involved

4. Insurance: Insurance requirements for the agent, included when activities involve significant risks

5. Sub-Agents: Provisions regarding the appointment of sub-agents, used when sub-delegation might be necessary

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements

7. Compliance with Anti-Corruption Laws: Additional compliance obligations, necessary when dealing with public sector or high-risk markets

What schedules should be included in a Limited Agency Agreement?

1. Schedule 1 - Services Description: Detailed description of services to be provided by the agent

2. Schedule 2 - Territory: Geographic area where the agent is authorized to act

3. Schedule 3 - Commission Structure: Detailed breakdown of commission calculations and payment terms

4. Schedule 4 - Reporting Requirements: Format and frequency of required reports

5. Schedule 5 - Authorized Representatives: List of individuals authorized to act on behalf of each party

6. Appendix A - Power of Attorney: Formal power of attorney document if required under German law

7. Appendix B - Compliance Procedures: Detailed compliance requirements and procedures

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

Retail

Technology

Financial Services

Real Estate

Professional Services

Healthcare

Automotive

Consumer Goods

Industrial Products

Insurance

Telecommunications

Export/Import

Logistics

Construction

Relevant Teams

Legal

Commercial

Business Development

Sales

Compliance

Operations

Corporate Secretariat

Executive Leadership

Risk Management

International Operations

Relevant Roles

Legal Counsel

Business Development Manager

Sales Director

Commercial Director

Contract Manager

Compliance Officer

Corporate Secretary

Managing Director

Chief Executive Officer

Chief Legal Officer

Operations Manager

Regional Manager

Country Manager

Partner

General Counsel

Legal Director

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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