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Exclusive Selling Agency Agreement
1. Parties: Identification of the Principal and the Agent, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including brief description of Principal's business and reason for appointing the Agent
3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Customers
4. Appointment and Scope: Terms of Agent's appointment, confirmation of exclusivity, and territorial scope
5. Agent's Rights and Obligations: Detailed responsibilities including promotion, reporting, and compliance with Principal's instructions
6. Principal's Rights and Obligations: Principal's commitments including product information, support, and pricing
7. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission entitlement
8. Targets and Performance: Minimum performance requirements and sales targets
9. Intellectual Property: Usage rights and restrictions regarding Principal's trademarks and other IP
10. Confidentiality: Protection of confidential information exchanged during the relationship
11. Term and Termination: Duration of agreement, renewal terms, and termination provisions including notice periods
12. Post-Termination: Obligations after termination including commission settlement and return of materials
13. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Competition: Restrictions on Agent's ability to represent competing products, used when protecting market position is crucial
2. Customer Data Protection: Specific provisions for handling personal data, required if dealing with EU customers or personal data
3. Insurance: Requirements for professional liability insurance, relevant for high-value products or regulated industries
4. Training and Support: Detailed provisions for product training and ongoing support, important for technical or complex products
5. Sub-Agents: Terms for appointment of sub-agents, if Principal allows this arrangement
6. Marketing Requirements: Specific marketing obligations and standards, relevant for brand-sensitive products
7. Stock Requirements: Terms for maintaining product inventory, if Agent will hold stock
8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in international agreements
1. Products Schedule: Detailed list of products covered by the agreement, including specifications and prices
2. Territory Schedule: Detailed description of the exclusive territory, including any excluded accounts or areas
3. Commission Schedule: Detailed commission rates, calculation methods, and examples
4. Performance Targets: Specific sales targets and performance metrics with timeline
5. Approved Marketing Materials: List of approved marketing materials and usage guidelines
6. Reporting Templates: Standard forms for regular reporting requirements
7. Operating Procedures: Detailed procedures for order processing, customer service, and other operational matters
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