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The Exclusive Selling Agency Agreement is a crucial document for businesses seeking to establish a protected distribution channel in specific territories within Germany or the EU. This agreement type is particularly relevant when a principal wishes to grant exclusive rights to a commercial agent to sell products or services in a defined area, while maintaining control over the distribution strategy. The document must comply with German law, particularly the German Commercial Code (HGB) §§ 84-92c, which provides specific protections for commercial agents, as well as relevant EU regulations regarding vertical agreements and competition law. This agreement typically includes detailed provisions on exclusivity rights, commission structures, performance requirements, and termination conditions, making it essential for businesses expanding their distribution networks through agency relationships.

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

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an exclusive selling agency arrangement

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

4. Appointment and Scope: Terms of the exclusive appointment, scope of authority, and territorial restrictions

5. Duration and Term: Initial term of the agreement and any renewal provisions

6. Agent's Rights and Obligations: Detailed responsibilities of the agent, including promotion, customer service, reporting requirements, and compliance obligations

7. Principal's Rights and Obligations: Principal's commitments, including product supply, support, training, and information provision

8. Exclusivity Provisions: Detailed terms of exclusivity, including territorial protection and restrictions on both parties

9. Commission Structure: Calculation of commission, payment terms, and conditions for commission entitlement

10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, logos, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: GDPR compliance and data handling requirements

13. Termination: Grounds for termination, notice periods, and consequences of termination

14. Post-Termination Provisions: Post-contractual obligations, compensation claims, and handover requirements

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes