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Exclusive Representative Agreement Template for Malaysia

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Key Requirements PROMPT example:

Exclusive Representative Agreement

"I need an Exclusive Representative Agreement for my Malaysian tech company to appoint a representative in Singapore to sell our software products, with a minimum sales target of RM 2 million annually and a 15% commission structure, starting from March 2025."

Document background
The Exclusive Representative Agreement is a crucial document for businesses seeking to establish controlled distribution channels or market presence in specific territories under Malaysian jurisdiction. This agreement type is commonly used when a company (the principal) wants to grant exclusive rights to another entity (the representative) to promote and sell their products or services in a defined area. The document typically includes comprehensive details about territory rights, commission structures, performance metrics, and compliance requirements with Malaysian laws. It's particularly important in sectors where local market knowledge and established relationships are vital for business success, and where the principal wants to maintain control over how their products or services are represented while working with a single, dedicated representative in the specified region.
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

4. Appointment and Scope: Terms of exclusive appointment and territorial/product scope

5. Duration and Renewal: Term of the agreement and renewal provisions

6. Rights and Obligations of Representative: Detailed responsibilities and duties of the representative

7. Rights and Obligations of Principal: Principal's commitments and responsibilities

8. Exclusivity Terms: Specific terms of exclusivity and any exceptions

9. Commission Structure: Payment terms, commission rates, and calculation methods

10. Performance Requirements: Minimum performance criteria and targets

11. Intellectual Property: Usage rights of trademarks, patents, and other IP

12. Confidentiality: Protection of confidential information

13. Termination: Grounds and process for termination

14. Post-Termination Obligations: Obligations surviving termination

15. Governing Law: Application of Malaysian law and jurisdiction

16. General Provisions: Standard boilerplate clauses

Optional Sections

1. Training and Support: Details of training and support provided by principal - include when significant product/service knowledge is required

2. Marketing and Promotion: Marketing obligations and cost sharing - include when marketing is a significant component

3. Sub-Representatives: Rights and conditions for appointing sub-representatives - include when sub-representation may be needed

4. Insurance: Insurance requirements - include for high-risk products or services

5. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions - include for international arrangements

6. Data Protection: Data protection and privacy obligations - include when personal data processing is involved

7. Force Majeure: Force majeure provisions - include for long-term agreements or volatile markets

8. Non-Competition: Post-termination competition restrictions - include when protecting market position is crucial

Suggested Schedules

1. Schedule 1 - Territory: Detailed description of geographical territory covered

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

3. Schedule 3 - Commission Rates: Detailed commission structure and calculation methods

4. Schedule 4 - Performance Targets: Specific performance metrics and evaluation criteria

5. Schedule 5 - Trademark Usage Guidelines: Guidelines for using principal's trademarks and branding

6. Schedule 6 - Reporting Requirements: Templates and timing for required reports

7. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements

8. Appendix B - Marketing Guidelines: Marketing and promotional requirements and restrictions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Industrial Products

Technology

Pharmaceuticals

Automotive

Electronics

Software and IT

Medical Devices

Chemical Products

Fashion and Luxury Goods

Construction Equipment

Agricultural Products

Professional Services

Relevant Teams

Legal

Sales

Business Development

Commercial

Compliance

Operations

Marketing

Finance

International Business

Distribution

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contracts Manager

Sales Manager

Regional Manager

Country Manager

Distribution Manager

Channel Partner Manager

Compliance Officer

Marketing Director

Operations Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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