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Independent Sales Rep Agreement
"I need an Independent Sales Rep Agreement under German law for our medical devices company, covering exclusive representation rights in Bavaria and Baden-Württemberg, with a commission structure of 8% for existing clients and 12% for new clients, starting March 1, 2025."
1. Parties: Identification of the principal company and the independent sales representative, including full legal names, addresses, and registration details
2. Background: Context of the agreement, nature of the principal's business, and purpose of engaging an independent sales representative
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Customers, Commission, etc.
4. Appointment and Territory: Formal appointment of the representative and definition of the geographical territory or customer groups
5. Rights and Obligations of the Representative: Core duties, performance standards, reporting requirements, and conduct expectations
6. Rights and Obligations of the Principal: Principal's commitments, support provisions, and information obligations
7. Commission Structure: Detailed commission calculations, payment terms, and conditions as per HGB requirements
8. Intellectual Property Rights: Usage rights for trademarks, logos, and marketing materials
9. Confidentiality: Protection of business secrets and confidential information
10. Term and Termination: Duration, notice periods, and termination grounds in compliance with HGB
11. Post-Contractual Obligations: Obligations after contract termination, including return of materials and cooperation
12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement provisions
1. Non-Compete Clause: Restrictions on competing activities during and after the agreement, used when protecting specific business interests
2. Minimum Performance Requirements: Specific sales targets or performance metrics, included when specific benchmarks are required
3. Sub-agents: Rules regarding the appointment of sub-agents, needed if sub-agents are permitted
4. Insurance Requirements: Specific insurance obligations, included when particular coverage is necessary
5. Data Protection: Detailed GDPR compliance measures, required when personal data processing is extensive
6. Training and Support: Specific provisions for training and support services, included when substantial support is provided
7. Marketing and Advertising: Specific requirements for marketing activities, included when representative has marketing responsibilities
1. Schedule 1 - Product List: Detailed list of products/services covered by the agreement
2. Schedule 2 - Commission Rates: Detailed commission structure, including any variations by product or customer type
3. Schedule 3 - Territory Map: Detailed definition of geographical territory with maps or specific customer lists
4. Schedule 4 - Reporting Templates: Standard forms for activity reports and commission calculations
5. Schedule 5 - Sales Targets: Specific sales targets and performance metrics if applicable
6. Appendix A - Company Policies: Relevant company policies that apply to the representative
7. Appendix B - Marketing Guidelines: Guidelines for use of company branding and marketing materials
Authors
Principal
Sales Representative
Products
Services
Territory
Customers
Prospective Customers
Commission
Net Sales Price
Order
Accepted Order
Intellectual Property Rights
Confidential Information
Business Day
Commencement Date
Contract Year
Force Majeure Event
Good Industry Practice
Marketing Materials
Minimum Performance Requirements
Quarter
Reporting Period
Sales Targets
Term
Trade Secrets
Trademarks
Working Hours
Competitor
Group Company
Commercial Agency
Commission Statement
Sales Documentation
Business Secrets
Company Policies
Territory
Exclusivity
Duties and Obligations
Authority
Performance Requirements
Commission
Payment Terms
Reporting
Training
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Data Protection
Warranties
Indemnification
Insurance
Term
Termination
Force Majeure
Assignment
Independent Contractor
Notices
Governing Law
Dispute Resolution
Severability
Amendment
Entire Agreement
Marketing and Promotion
Product Returns
Customer Support
Record Keeping
Audit Rights
Sub-agents
Post-Termination Obligations
Manufacturing
Wholesale Trade
Retail
Technology and Software
Industrial Equipment
Consumer Goods
Medical Devices
Automotive
Chemical Products
Electronics
Fashion and Apparel
Construction Materials
Food and Beverage
Pharmaceuticals
Legal
Sales
Business Development
Commercial Operations
Compliance
Contract Administration
Finance
Business Operations
Sales Director
Commercial Director
Business Development Manager
Sales Operations Manager
Legal Counsel
Contracts Manager
Chief Commercial Officer
Regional Sales Manager
Channel Manager
Sales Representative
Independent Agent
Commercial Agent
Business Development Representative
Territory Manager
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