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Exclusive Commission Agreement for Malaysia

Exclusive Commission Agreement Template for Malaysia

A comprehensive legal agreement governed by Malaysian law that establishes an exclusive commercial relationship between a principal company and a commission agent or representative. The agreement grants exclusive rights to the agent to sell products or services within a defined territory or market segment, detailing commission structures, performance expectations, and operational requirements. It incorporates relevant provisions from Malaysian contract law, including the Contracts Act 1950 and Competition Act 2010, while establishing clear terms for exclusivity, payment terms, and termination rights.

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Exclusive Commission Agreement

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What is a Exclusive Commission Agreement?

This Exclusive Commission Agreement is designed for use in the Malaysian business context where a company (principal) wishes to appoint an exclusive representative to sell its products or services in a specific territory or market segment. The document is particularly crucial when establishing long-term commercial relationships requiring clear commission structures, performance metrics, and territorial rights. It addresses key aspects required under Malaysian law, including provisions from the Contracts Act 1950 and Competition Act 2010, while detailing commission calculations, payment terms, performance requirements, and termination conditions. The agreement is essential for protecting both parties' interests, ensuring compliance with local regulations, and providing a clear framework for the exclusive commercial relationship.

What sections should be included in a Exclusive Commission Agreement?

1. Parties: Identification of the principal and the agent/commissioner, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement

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

4. Appointment and Scope: Declaration of exclusive appointment and detailed scope of services to be provided

5. Term and Exclusivity: Duration of the agreement and specific terms of exclusivity

6. Commission Structure: Detailed explanation of commission rates, calculation methods, and qualifying transactions

7. Payment Terms: Commission payment schedule, method of payment, and currency

8. Obligations of Principal: Principal's duties, including providing necessary information, support, and materials

9. Obligations of Agent: Agent's duties, performance standards, and reporting requirements

10. Intellectual Property: Rights and restrictions regarding use of trademarks, logos, and other IP

11. Confidentiality: Protection and handling of confidential information

12. Termination: Grounds for termination, notice periods, and consequences of termination

13. Post-Termination: Obligations and rights after agreement ends, including commission on pipeline deals

14. General Provisions: Standard clauses including governing law, notices, amendment process, and dispute resolution

What sections are optional to include in a Exclusive Commission Agreement?

1. Non-Competition: Restrictions on agent's ability to represent competitors, used when protecting market position is crucial

2. Performance Targets: Specific sales or performance targets, included when minimum performance levels are required

3. Training and Support: Details of training and support provided by principal, included for complex products/services

4. Sub-Agents: Rights and restrictions regarding appointment of sub-agents, used when sub-agent arrangements are permitted

5. Insurance: Insurance requirements for the agent, included when activities involve significant risks

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in volatile markets

7. Data Protection: Specific data handling requirements, included when personal data processing is involved

8. Marketing and Promotion: Specific requirements for marketing activities, included when agent has marketing responsibilities

What schedules should be included in a Exclusive Commission Agreement?

1. Schedule 1 - Territory: Detailed description of geographical area or market segment covered by exclusivity

2. Schedule 2 - Products/Services: Comprehensive list of products or services covered by the agreement

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations based on product type or volume

4. Schedule 4 - Performance Criteria: Specific metrics and targets for performance evaluation

5. Schedule 5 - Reporting Templates: Standard forms for activity reporting and commission calculations

6. Appendix A - Operating Procedures: Detailed procedures for order processing, customer service, and other operational matters

7. Appendix B - Brand Guidelines: Guidelines for use of principal's branding and marketing materials

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

Malaysia

Publisher

Ƶ

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions




































Clauses



































Relevant Industries

Manufacturing

Retail

Real Estate

Insurance

Financial Services

Technology

Telecommunications

Pharmaceutical

Automotive

Industrial Equipment

Consumer Goods

Professional Services

Export/Import

Media and Advertising

Relevant Teams

Legal

Sales

Commercial

Business Development

Finance

Compliance

Operations

Partner Management

Contract Administration

Risk Management

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Sales Manager

Channel Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Regional Sales Director

Distribution Manager

Partner Manager

Account Executive

Sales Operations Manager

Chief Executive Officer

Managing Director

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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