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Non Exclusive Sales Representative Agreement
"I need a Non-Exclusive Sales Representative Agreement under Dutch law for my medical devices company, with specific provisions for CE-marked products and coverage across Benelux countries, including strict compliance requirements for healthcare sector sales."
1. Parties: Identification of the principal company and the sales representative, including full legal names, addresses, and registration details
2. Background: Context of the agreement, including the principal's business, the representative's expertise, and the intention to enter into a non-exclusive arrangement
3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', and 'Intellectual Property'
4. Appointment and Scope: Declaration of non-exclusive appointment, territory definition, and scope of representation
5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances including notice periods as per Dutch law
6. Representative's Rights and Obligations: Core duties, reporting requirements, performance standards, and compliance obligations
7. Principal's Rights and Obligations: Support to be provided, information sharing, and product supply obligations
8. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for commission entitlement
9. Intellectual Property: Usage rights of principal's trademarks, logos, and marketing materials
10. Confidentiality: Protection of business secrets and confidential information
11. Data Protection: GDPR compliance and data handling requirements
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Performance Targets: Include when specific sales targets or KPIs need to be established
2. Training Requirements: Include when the principal requires specific training or certifications
3. Marketing and Promotion: Include when the representative has specific marketing responsibilities or budgets
4. Insurance Requirements: Include when specific insurance coverage is required from the representative
5. Post-Termination Restrictions: Include when non-compete or customer non-solicitation provisions are needed
6. Sub-agents: Include when the representative may be allowed to appoint sub-agents
7. Minimum Purchase Requirements: Include for hybrid arrangements where the representative also acts as a distributor
8. Stock Holding: Include if the representative will maintain any product inventory
9. Warranty Claims Handling: Include if the representative will handle customer warranty claims
1. Schedule 1 - Territory Definition: Detailed description of geographical territory and any excluded accounts
2. Schedule 2 - Product List: Complete list of products covered by the agreement with descriptions and pricing
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule 4 - Reporting Templates: Standard forms for activity reports, sales reports, and customer feedback
5. Schedule 5 - Sales Targets: If applicable, detailed sales targets and measurement criteria
6. Schedule 6 - Operating Procedures: Day-to-day operational procedures and requirements
7. Appendix A - Principal's Trademarks: List of trademarks and usage guidelines
8. Appendix B - Confidential Information: Detailed definition of what constitutes confidential information
Authors
Manufacturing
Technology
Software
Industrial Equipment
Consumer Goods
Medical Devices
Professional Services
Telecommunications
Construction Materials
Chemical Products
Automotive
Electronics
Fashion and Apparel
Food and Beverage
Legal
Sales
Commercial
Business Development
Contract Administration
Compliance
Finance
International Trade
Operations
Channel Management
Sales Director
Commercial Director
Business Development Manager
Sales Representative
Channel Manager
Export Manager
Regional Sales Manager
Legal Counsel
Contracts Manager
Commercial Manager
Chief Commercial Officer
Sales Operations Manager
Territory Manager
Agency Relationship Manager
Head of Sales
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