Exclusive Seller Agency Agreement

Exclusive Seller Agency Agreement Template for Germany

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Key Requirements PROMPT example:

"I need an Exclusive Seller Agency Agreement under German law for appointing a commercial agent to sell our industrial machinery products in Bavaria and Baden-Württemberg, with special provisions for technical training requirements and after-sales service obligations."

Document background

The Exclusive Seller Agency Agreement is essential for businesses seeking to establish dedicated sales representation in specific territories within or from Germany. This agreement type is particularly crucial when a company wants to ensure focused, exclusive representation of their products or services through a professional commercial agent. The document, governed by German law, must comply with both the German Commercial Code (HGB) and Civil Code (BGB), which provide specific protections for commercial agents, including mandatory compensation rights upon termination. The agreement typically includes detailed provisions on exclusivity rights, commission structures, performance targets, reporting requirements, and post-contractual obligations. It's particularly important in situations where the principal wants to maintain control over their market presence while leveraging the agent's local expertise and connections.

Suggested Sections

1. Parties: Identification of the principal (seller) and the commercial agent, including full legal names, registration details, and addresses

2. Background: Context of the agreement, nature of the seller's business, and purpose of appointing an exclusive agent

3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products', 'Customers', 'Commission', etc.

4. Appointment and Scope: Express appointment of agent as exclusive seller's representative and detailed scope of authority

5. Territory and Exclusivity: Definition of geographical area and nature of exclusive rights granted to the agent

6. Agent's Obligations: Comprehensive list of agent's duties, including promotion, reporting, and compliance requirements

7. Principal's Obligations: Principal's responsibilities, including information provision, support, and product supply

8. Commission Structure: Detailed commission calculation, payment terms, and conditions for commission entitlement

9. Term and Termination: Duration of agreement, renewal terms, and grounds for termination

10. Post-Termination Provisions: Obligations after termination, including compensation claims and handover requirements

11. Confidentiality: Protection of confidential information and trade secrets

12. Governing Law and Jurisdiction: Explicit reference to German law and jurisdiction for dispute resolution

Optional Sections

1. Sub-Agents: Rules for appointment and management of sub-agents, if permitted

2. Intellectual Property: Rights and restrictions regarding use of trademarks and other IP, particularly relevant for branded products

3. Non-Competition: Post-contractual competition restrictions, subject to German law limitations

4. Data Protection: GDPR compliance provisions if personal data processing is involved

5. Force Majeure: Provisions for extraordinary circumstances affecting performance

6. Insurance: Requirements for professional liability insurance and other coverage

7. Marketing and Advertising: Specific provisions regarding marketing activities and expense allocation

8. Training Requirements: Specific training obligations and procedures for the agent

Suggested Schedules

1. Schedule 1: Products: Detailed list of products or 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 geographical definition of the territory with any excluded areas

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

5. Schedule 5: Performance Targets: Specific sales targets and performance metrics

6. Appendix A: Operating Procedures: Detailed procedures for order processing, customer service, and other operational matters

7. Appendix B: Compliance Requirements: Specific regulatory and compliance requirements applicable to the agent

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Industrial Products

Consumer Goods

Technology and Software

Automotive

Chemical and Pharmaceuticals

Machinery and Equipment

Medical Devices

Construction Materials

Luxury Goods

Agricultural Products

Professional Services

Relevant Teams

Legal

Sales

Business Development

Commercial Operations

Compliance

International Trade

Distribution

Contract Administration

Finance

Operations

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Operations Manager

Regional Sales Manager

Distribution Manager

Chief Commercial Officer

Compliance Officer

Commercial Agent

Sales Representative

Export Manager

Channel Manager

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