Representation Agreement Template for Germany

The Representation Agreement is a crucial document for businesses operating in or expanding into the German market through commercial representatives or agents. This agreement type is specifically designed to comply with German legal requirements, particularly the provisions of the Handelsgesetzbuch (HGB) regarding commercial representatives (Handelsvertreter). The document is essential when a company (principal) wishes to appoint a representative to promote their business, negotiate deals, or conclude contracts on their behalf within a defined territory. The agreement covers fundamental aspects such as commission structures, reporting obligations, and termination provisions, while incorporating mandatory protections for commercial representatives as required under German law. It's particularly important that the Representation Agreement includes specific elements required by German legislation, such as statutory notice periods and compensation rules, which may differ significantly from other jurisdictions.

1. Parties: Identification and details of the Principal and the Representative, including full legal names, registration numbers, and addresses

2. Background: Context of the representation arrangement and brief description of the parties' business activities

3. Definitions: Key terms used throughout the agreement, including Territory, Products/Services, and specific industry terminology

4. Appointment and Scope: Terms of appointment, exclusivity status, and detailed scope of representation authority

5. Territory and Products/Services: Definition of geographical area of representation and specific products/services covered

6. Representatives Rights and Obligations: Detailed responsibilities, reporting requirements, and performance standards

7. Principals Rights and Obligations: Support to be provided, information sharing, and other obligations of the principal

8. Commission and Payment Terms: Commission structure, calculation method, payment timing, and reporting requirements as per HGB

9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP during the representation period

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Term and Termination: Duration of agreement, notice periods, and grounds for termination as per German law

12. Post-Termination Obligations: Obligations and rights after agreement termination, including commission entitlements

13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

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