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Agency Referral Agreement
"I need an Agency Referral Agreement for my Swiss-based software company to engage marketing consultants who will refer corporate clients to us, with a tiered commission structure and exclusive territorial rights in German-speaking cantons."
1. Parties: Identification of the Principal and the Agent, including full legal names, registration details, and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement, including 'Referral', 'Referred Customer', 'Services', and 'Territory'
4. Appointment and Scope: Appointment of the Agent, nature of the agency (non-exclusive/exclusive), and territorial scope
5. Agent's Obligations: Core duties of the Agent including referral process, reporting requirements, and compliance with laws
6. Principal's Obligations: Core duties of the Principal including support, information provision, and handling of referred customers
7. Compensation: Fee structure, calculation method, payment terms, and conditions for earning referral fees
8. Intellectual Property: Usage rights of trademarks, logos, and marketing materials
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration of agreement, renewal terms, and termination rights
11. Post-Termination: Obligations and rights after agreement termination, including ongoing commissions
12. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Minimum Performance Requirements: Include when specific performance targets are required for maintaining the agency relationship
2. Training and Support: Include when the Principal provides specific training or support systems to the Agent
3. Marketing and Promotion: Include when the agreement involves specific marketing obligations or restrictions
4. Data Protection: Include when personal data processing is involved, ensuring FADP compliance
5. Non-Competition: Include when restricting Agent's ability to represent competitors
6. Insurance: Include when specific insurance coverage is required
7. Compliance with Anti-Corruption Laws: Include for international arrangements or when dealing with public sector clients
8. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
1. Schedule 1 - Commission Structure: Detailed breakdown of commission rates, tiers, and calculation methods
2. Schedule 2 - Referral Process: Step-by-step process for making and tracking referrals
3. Schedule 3 - Territory Definition: Detailed description of geographical or market segment coverage
4. Schedule 4 - Reporting Requirements: Templates and timing for regular reports and performance tracking
5. Schedule 5 - Approved Marketing Materials: List of approved marketing materials and usage guidelines
6. Appendix A - Contact Details: Key contacts and escalation procedures for both parties
Authors
Agent
Applicable Laws
Business Day
Confidential Information
Commission
Effective Date
Force Majeure Event
Intellectual Property Rights
Lead
Principal
Products
Prospect
Qualified Lead
Referral
Referred Customer
Referral Fee
Referral Period
Services
Successful Referral
Territory
Term
Trademarks
Valid Claim
Scope
Territory
Exclusivity
Agent Obligations
Principal Obligations
Referral Process
Commission
Payment Terms
Reporting
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Representations and Warranties
Term
Termination
Force Majeure
Indemnification
Insurance
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Compliance with Laws
Anti-Corruption
Marketing and Promotion
Record Keeping
Audit Rights
Financial Services
Professional Services
Information Technology
Real Estate
Insurance
Management Consulting
Healthcare
Education and Training
Telecommunications
Business Services
Manufacturing
Retail
Legal
Business Development
Sales
Partnerships
Commercial
Compliance
Operations
Marketing
Finance
Executive Leadership
Business Development Manager
Sales Director
Partnership Manager
Channel Manager
Legal Counsel
Commercial Director
Chief Revenue Officer
Account Executive
Marketing Director
Business Owner
CEO
Managing Director
Compliance Officer
Contract Manager
Operations Manager
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