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This NDA Commission Agreement is designed for use in the German market where a company (principal) wishes to engage a commercial agent while ensuring proper protection of confidential information. The document is particularly suitable for businesses expanding their sales operations through agents or representatives in Germany, combining the requirements of the German Commercial Code (HGB) for commission arrangements with comprehensive confidentiality provisions. It addresses key aspects such as commission calculation, territory rights, performance expectations, and the protection of trade secrets, making it essential for both domestic and international companies operating in the German market. The agreement includes specific provisions required under German law regarding commercial agency relationships and data protection requirements.

1. Parties: Identification and details of the contracting parties, including registered addresses and company registration details

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

3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Commission', 'Services', and 'Territory'

4. Appointment and Scope: Terms of the commercial agent's appointment, territory, and products/services covered

5. Commission Structure: Detailed commission calculations, payment terms, and conditions for earning commission

6. Confidentiality Obligations: Core NDA provisions, including scope of confidential information and protection measures

7. Duration and Use of Confidential Information: Permitted uses of confidential information and duration of confidentiality obligations

8. Agent's Obligations: Key responsibilities, reporting requirements, and performance standards

9. Principal's Obligations: Support, information, and resources to be provided to the agent

10. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

11. Term and Termination: Duration, renewal, and termination provisions including notice periods

12. Post-Termination: Obligations and rights after agreement termination, including commission on pending transactions

13. Data Protection: GDPR compliance and data handling requirements

14. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement