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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."
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
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
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
Applicable Laws
Business Day
Commencement Date
Competing Business
Confidential Information
Customer
Effective Date
Event of Default
Exclusive Period
Exclusive Rights
Force Majeure Event
Initial Term
Intellectual Property Rights
Key Performance Indicators
Minimum Performance Requirements
Net Sales
Products
Principal
Principal's Marks
Quarter
Representative
Renewal Term
Services
Sub-Representative
Target Market
Term
Territory
Trade Marks
Working Hours
Year
Commission
Gross Sales
Payment Terms
Reporting Period
Sales Targets
Contract Year
Marketing Materials
Permitted Purpose
Termination Date
Exclusivity
Territory
Term and Duration
Renewal
Performance Obligations
Commission
Payment Terms
Reporting Requirements
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Marketing and Promotion
Training
Quality Control
Compliance
Representations and Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Termination
Post-Termination Obligations
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Third Party Rights
Data Protection
Anti-Corruption
Record Keeping
Audit Rights
Insurance
Sub-Contracting
Language
Counterparts
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
Legal
Sales
Business Development
Commercial
Operations
Compliance
International Business
Partner Management
Distribution
Contract Administration
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
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