Intermediary Commission Agreement Template for Germany

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Key Requirements PROMPT example:

Intermediary Commission Agreement

"I need an Intermediary Commission Agreement for appointing a sales agent in Bavaria to sell our software products, with a basic 10% commission structure and non-compete clause, starting March 1, 2025."

Document background
The Intermediary Commission Agreement is essential for businesses operating in Germany that rely on external sales agents or intermediaries to market and sell their products or services. This document is specifically designed to comply with German commercial law requirements, particularly the German Commercial Code (HGB) §§84-92c and relevant EU regulations. It's commonly used when a company wants to expand its market reach without establishing its own sales force, defining the framework for commission-based compensation, territorial rights, and mutual obligations. The agreement addresses crucial aspects such as commission calculation methods, payment terms, reporting requirements, and termination provisions, while ensuring compliance with German legal requirements for commercial agency relationships.
Suggested Sections

1. Parties: Identification and details of the principal company and the intermediary

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of appointment, territory, and products/services covered

5. Rights and Obligations of the Intermediary: Detailed responsibilities, performance standards, and reporting requirements

6. Rights and Obligations of the Principal: Principal's commitments, support, and information provisions

7. Commission Structure: Basic commission rates, calculation methods, and payment terms

8. Payment Terms: Timing of payments, currency, payment methods, and handling of disputes

9. Reporting and Documentation: Required reports, documentation of sales, and record-keeping obligations

10. Intellectual Property: Usage rights for trademarks, logos, and marketing materials

11. Confidentiality: Protection of business secrets and confidential information

12. Term and Termination: Duration, renewal terms, and termination provisions including notice periods

13. Post-Termination Obligations: Obligations after contract end, including handover of materials and final settlements

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

15. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Non-Compete Clause: Restrictions on competing activities during and after the agreement - include when exclusivity is required

2. Performance Targets: Specific sales targets and consequences - include when performance-based evaluation is needed

3. Marketing and Promotion: Marketing obligations and cost sharing - include when intermediary has marketing responsibilities

4. Training Requirements: Training obligations and procedures - include for complex products/services

5. Insurance Requirements: Required insurance coverage - include when dealing with high-value transactions

6. Data Protection: GDPR compliance measures - include when personal data processing is involved

7. Sub-Agents: Rules for appointing sub-agents - include when sub-agents are permitted

8. Force Majeure: Handling of unforeseen circumstances - include for long-term agreements

Suggested Schedules

1. Schedule 1: Products and Services: Detailed list of products/services covered by the agreement

2. Schedule 2: Commission Rates: Detailed commission structure, including any variations or special rates

3. Schedule 3: Territory: Detailed description of geographical territory or customer segments

4. Schedule 4: Reporting Templates: Standard forms for regular reporting and documentation

5. Schedule 5: Performance Metrics: Detailed KPIs and evaluation criteria

6. Appendix A: Marketing Guidelines: Guidelines for use of marketing materials and brand representation

7. Appendix B: Compliance Requirements: Specific compliance requirements and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Manufacturing

Wholesale Trade

Financial Services

Insurance

Real Estate

Technology and Software

Industrial Equipment

Consumer Goods

Professional Services

International Trade

Automotive

Pharmaceutical

Telecommunications

Relevant Teams

Legal

Sales

Finance

Compliance

Business Development

Commercial Operations

Contract Management

Account Management

Sales Operations

International Business

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Compliance Officer

Finance Manager

Sales Operations Manager

Channel Manager

Regional Sales Manager

Contract Administrator

Chief Commercial Officer

Sales Agent

Territory Manager

Account Executive

Commission Administrator

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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