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An Exclusive Representation Agreement is essential for businesses seeking to establish controlled distribution channels or market presence in Nigeria through authorized representatives. This document is particularly crucial when a company (principal) wants to grant exclusive rights to another entity (representative) to promote and sell their products or services in specific Nigerian territories. The agreement, governed by Nigerian law, typically includes comprehensive terms covering exclusivity rights, territorial limitations, commission structures, performance targets, and compliance requirements. It's commonly used when entering new markets, launching products, or restructuring distribution networks in Nigeria, providing legal protection and clear operational guidelines for both parties. The document ensures compliance with Nigerian commercial regulations while establishing a framework for successful business representation.

1. Parties: Identification of the principal and the exclusive representative, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and the purpose of entering into an exclusive representation arrangement

3. Definitions: Key terms used throughout the agreement, including Territory, Products/Services, Exclusivity Period, and other relevant definitions

4. Appointment and Scope: Express appointment of representative as exclusive agent, detailed scope of representation, and territorial limitations

5. Duration and Renewal: Term of the agreement, commencement date, expiration, and renewal provisions

6. Exclusivity Provisions: Detailed terms of exclusivity, including restrictions on principal and representative regarding competing arrangements

7. Representatives Rights and Obligations: Comprehensive list of representative's duties, responsibilities, and authorized activities

8. Principal's Rights and Obligations: Principal's commitments, support obligations, and responsibilities to the representative

9. Commission Structure: Detailed compensation terms, commission rates, calculation methods, and payment terms

10. Performance Targets: Minimum performance requirements, sales targets, and consequences of non-achievement

11. Intellectual Property: Usage rights for trademarks, logos, and other IP, including restrictions and protections

12. Confidentiality: Protection of confidential information, trade secrets, and customer data

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

14. Post-Termination Obligations: Obligations surviving termination, including non-compete and confidentiality provisions

15. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for dispute resolution