Exclusive Representation Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Exclusive Representation Agreement

"I need an Exclusive Representation Agreement for my Hong Kong-based technology company to appoint a sole distributor in mainland China for our software products, with the agreement to commence on March 1, 2025, including specific performance targets and a three-year initial term."

Document background
This document is essential for businesses seeking to establish controlled distribution channels or representation in specific territories. An Exclusive Representation Agreement, governed by Hong Kong law, is commonly used when a company (the principal) wants to grant exclusive rights to another entity to represent, sell, or distribute their products or services in a defined area. The agreement encompasses crucial elements such as territory definitions, commission structures, performance metrics, and protection mechanisms for both parties. It's particularly relevant for international trade relationships, especially in Asia-Pacific markets, where Hong Kong's robust legal framework provides a reliable governing law choice. The document must comply with Hong Kong's competition law requirements while protecting the principal's interests and providing adequate business opportunities for the representative.
Suggested Sections

1. Parties: Identification and details of the principal and the exclusive representative

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

3. Definitions: Key terms used throughout the agreement, including territory, products/services, and exclusivity period

4. Appointment and Scope: Terms of exclusive appointment, territory coverage, and scope of representation

5. Duration and Renewal: Term of the agreement, including commencement date, initial period, and renewal provisions

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

7. Rights and Obligations of Principal: Support to be provided, information sharing, and maintenance of product/service standards

8. Exclusivity Terms: Specific provisions regarding the exclusive nature of the representation and any exceptions

9. Commission Structure: Detailed compensation terms, calculation methods, and payment schedule

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination, notice requirements, and consequences

13. Post-Termination Obligations: Obligations surviving termination, including confidentiality and non-compete

14. General Provisions: Standard clauses including notices, entire agreement, governing law, and jurisdiction

Optional Sections

1. Non-Compete Clause: Restrictions on competitive activities during and after the agreement, optional depending on business needs and jurisdiction

2. Minimum Performance Requirements: Specific sales targets or performance metrics, used when quantifiable goals are necessary

3. Sub-Representatives: Terms for appointing sub-representatives, if allowed

4. Insurance Requirements: Specific insurance coverage requirements, important for high-risk industries

5. Marketing and Promotion: Specific obligations regarding marketing activities and cost sharing

6. Training Requirements: Provisions for training and certification if required for the representation

7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in international agreements

8. Data Protection: Specific provisions for handling personal data, required if personal data processing is involved

9. Dispute Resolution: Alternative dispute resolution mechanisms like mediation or arbitration

Suggested Schedules

1. Schedule 1 - Territory Definition: Detailed description of the geographic territory covered by the exclusive representation

2. Schedule 2 - Products/Services: Comprehensive list of products or services covered under the agreement

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations based on product type or volume

4. Schedule 4 - Performance Metrics: Specific KPIs and measurement criteria for evaluating representative's performance

5. Schedule 5 - Approved Sub-Representatives: List of pre-approved sub-representatives if applicable

6. Appendix A - Trademark Usage Guidelines: Guidelines for using principal's trademarks and branding

7. Appendix B - Reporting Templates: Standard templates for regular performance and sales reporting

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
Clauses
Relevant Industries

Manufacturing

Consumer Goods

Technology

Pharmaceuticals

Industrial Equipment

Luxury Goods

Fashion and Apparel

Automotive

Electronics

Medical Devices

Professional Services

Software and IT

Telecommunications

Cosmetics and Beauty

Financial Services

Relevant Teams

Legal

Sales

Business Development

Commercial

Operations

Compliance

International Business

Partner Management

Distribution

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contract Manager

Distribution Manager

Regional Sales Manager

Channel Manager

Chief Commercial Officer

Head of Sales

Operations Director

Compliance Officer

International Business Manager

Partner Management Director

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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