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The Exclusive Seller Agreement is a crucial commercial contract used when a business (principal) wishes to grant exclusive rights to another party (seller) to sell its products or services in a specified territory. This agreement, governed by Irish law, is particularly important for businesses expanding their distribution network while maintaining control over how their products are sold and distributed. The document typically includes detailed provisions on exclusivity scope, territory definitions, performance targets, commission structures, and both parties' obligations. It ensures compliance with Irish competition law and relevant EU regulations, particularly regarding territorial restrictions and exclusive dealing arrangements. This type of agreement is commonly used in various industries where controlled distribution is essential for maintaining brand value, ensuring quality service, and managing market presence.

1. Parties: Identifies and defines the principal and the exclusive seller, including their registered addresses and company details

2. Background: Sets out the context of the agreement, including the principal's business and the seller's expertise

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Appointment and Scope: Establishes the exclusive appointment and defines its scope, including territory and exclusivity terms

5. Term and Renewal: Specifies the initial term of the agreement and any renewal provisions

6. Seller's Rights and Obligations: Details the seller's responsibilities, sales targets, and reporting requirements

7. Principal's Rights and Obligations: Outlines the principal's commitments, including product supply and support

8. Products and Pricing: Defines the products covered and pricing structure, including any discounts

9. Commission and Payment Terms: Details the commission structure, payment timing, and calculation method

10. Intellectual Property Rights: Addresses the use of trademarks, patents, and other IP

11. Confidentiality: Establishes confidentiality obligations for both parties

12. Termination: Sets out grounds for termination and the process

13. Post-Termination: Addresses obligations and rights after termination

14. General Provisions: Includes standard boilerplate clauses such as notices, entire agreement, and governing law