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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."
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
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
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
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
Legal
Sales
Business Development
Commercial
Compliance
Operations
Marketing
Finance
International Business
Distribution
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
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