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The Exclusive Representation Agreement is a crucial commercial contract used when a company (principal) wishes to appoint an exclusive representative or agent to promote and sell their products or services within a specified territory in Ireland or internationally. This agreement type is particularly important for businesses expanding their market presence through dedicated representatives while maintaining control over their brand and commercial interests. The document must comply with Irish law, including the European Communities (Commercial Agents) Regulations 1994 and relevant competition laws. It typically includes detailed provisions on exclusivity terms, territory definitions, commission structures, performance targets, and termination conditions. The agreement is essential for establishing clear boundaries of authority, protecting both parties' interests, and ensuring compliance with legal requirements regarding commercial agency relationships.

1. Parties: Identification of the Principal and the Representative, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an exclusive representation arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Services', and 'Commission'

4. Appointment and Scope: Terms of exclusive appointment, specification of territory, and scope of representation rights

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Representatives Rights and Obligations: Detailed responsibilities, performance standards, and reporting requirements

7. Principals Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

8. Exclusivity Provisions: Specific terms of exclusivity, including any limitations or exceptions

9. Commission and Payment Terms: Commission structure, calculation method, payment terms, and conditions

10. Performance Targets: Minimum performance requirements and consequences of non-achievement

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination, notice requirements, and procedures

13. Post-Termination: Obligations and rights after termination, including compensation or indemnity

14. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes