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Sole Agency Agreement for Germany

Sole Agency Agreement Template for Germany

A German law-governed Sole Agency Agreement (Alleinvertretungsvertrag) establishing an exclusive commercial agency relationship between a principal and an agent. This agreement is structured in accordance with the German Commercial Code (Handelsgesetzbuch - HGB) and relevant EU regulations, particularly the Commercial Agents Directive. It defines the exclusive rights and obligations of both parties, including territory restrictions, commission structures, and reporting requirements, while ensuring compliance with German commercial agency laws regarding termination notice periods, commission calculations, and post-contractual obligations.

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What is a Sole Agency Agreement?

This Sole Agency Agreement template is designed for use when a company (principal) wishes to appoint an exclusive commercial agent in Germany or for German law-governed agency relationships. The agreement complies with the mandatory provisions of the German Commercial Code (HGB) and incorporated EU regulations, particularly regarding agent protection, commission rights, and termination requirements. It includes comprehensive provisions for territory definition, product scope, commission structures, performance metrics, and reporting obligations. This document is particularly crucial when establishing long-term, exclusive commercial relationships where the agent will be the principal's sole representative in a defined territory or for specific products/services. The agreement addresses key aspects such as intellectual property rights, confidentiality, data protection, and potential post-contractual restrictions, all within the framework of German commercial agency law.

What sections should be included in a Sole Agency Agreement?

1. Parties: Identification of the Principal and the Agent with full legal names and addresses

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

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

4. Appointment and Scope: Explicit statement of exclusive appointment and detailed scope of agent's authority

5. Term and Termination: Duration of agreement, renewal terms, and termination provisions as per HGB requirements

6. Agent's Rights and Obligations: Detailed responsibilities including promotion, reporting, and compliance with principal's instructions

7. Principal's Rights and Obligations: Principal's duties including information provision, support, and product supply

8. Commission Structure: Detailed commission calculation, payment terms, and conditions for commission entitlement

9. Intellectual Property: Usage rights and restrictions regarding principal's trademarks and materials

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: GDPR compliance and data handling requirements

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

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

1. Post-Termination Non-Compete: Restrictions on agent's activities after agreement termination, only if specifically negotiated and compensated

2. Minimum Performance Requirements: Specific sales targets or performance metrics, included when principal requires measurable objectives

3. Stock Handling: Required when agent maintains inventory or handles physical products

4. Sub-Agents: Terms for appointment of sub-agents, if permitted by principal

5. Insurance Requirements: Specific insurance obligations, particularly relevant for high-value products or services

6. Marketing and Advertising: Detailed provisions for marketing activities and cost sharing, if applicable

7. Force Majeure: Provisions for unforeseen circumstances affecting performance

8. Bank Guarantee: Requirements for financial security, typically for high-value agreements

What schedules should be included in a Sole Agency Agreement?

1. Schedule 1: Territory Definition: Detailed description of geographical areas covered by the agreement

2. Schedule 2: Product List: Comprehensive list of products/services covered by the agreement

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

4. Schedule 4: Reporting Templates: Standard forms for regular activity and sales reporting

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

6. Appendix A: Operating Procedures: Detailed procedures for order processing, customer service, and communication

7. Appendix B: Marketing Guidelines: Principal's requirements for marketing and brand representation

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

Sector

Sales

Cost

Free to use
Relevant legal definitions











































Clauses





































Relevant Industries

Manufacturing

Consumer Goods

Industrial Equipment

Technology and Software

Pharmaceuticals

Automotive

Chemical Industry

Medical Devices

Machinery and Equipment

Fashion and Luxury Goods

Construction Materials

Electronics

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Compliance

Contract Administration

International Trade

Channel Management

Sales Operations

Corporate Development

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contract Manager

Sales Operations Manager

Territory Manager

Channel Manager

Managing Director

Chief Commercial Officer

Regional Sales Manager

Compliance Officer

Sales Representative

Agency Relations 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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