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The Sales Broker Agreement serves as a crucial legal framework for businesses in India seeking to expand their sales reach through intermediaries. This document is essential when a company (the Principal) wishes to engage an independent sales broker to market and sell their products or services without creating an employer-employee relationship. The agreement, governed by Indian law including the Indian Contract Act, 1872, and relevant commercial regulations, typically covers commission structures, territorial rights, performance metrics, and compliance requirements. It's particularly valuable for companies expanding into new markets or sectors where local expertise and connections are needed. The document ensures clear delineation of rights and responsibilities while protecting both parties' interests through well-defined terms for confidentiality, non-competition, and dispute resolution.

1. Parties: Identification of the Principal and the Broker with complete legal names and addresses

2. Background: Context of the agreement, brief description of the Principal's business and the purpose of engaging a broker

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

4. Appointment and Scope: Formal appointment of the broker and detailed scope of authorized services

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Broker's Rights and Obligations: Detailed responsibilities, performance standards, and authorized activities of the broker

7. Principal's Rights and Obligations: Principal's commitments, support to be provided, and obligations towards the broker

8. Commission Structure: Detailed breakdown of commission rates, calculation methods, and payment terms

9. Reporting Requirements: Broker's obligations regarding sales reports, activity updates, and documentation

10. Confidentiality: Protection of confidential information and trade secrets

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities during and after the agreement

12. Indemnification: Mutual indemnification obligations and liability limitations

13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

14. Boilerplate Clauses: Standard clauses including force majeure, notices, entire agreement, and amendments