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The Exclusive Sales Representative Agreement is a critical document for businesses seeking to establish controlled distribution channels in the Nigerian market. This agreement is particularly relevant when a company (Principal) wishes to grant exclusive rights to another entity (Sales Representative) to sell their products or services in a specific Nigerian territory. The document complies with Nigerian commercial law, including the Federal Competition and Consumer Protection Act 2018 and relevant commercial agency regulations. It typically includes comprehensive provisions for territory management, commission structures, performance metrics, and compliance requirements. This agreement type is commonly used when entering the Nigerian market through local representatives or when restructuring existing distribution networks to establish exclusive territories. The document provides legal protection for both parties while ensuring compliance with Nigerian business regulations and trade practices.

1. Parties: Identification of the Principal and the Sales Representative, 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 sales representation arrangement

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

4. Appointment and Territory: Explicit statement of exclusive appointment and detailed definition of the geographical territory covered

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Rights and Obligations of Sales Representative: Detailed responsibilities, performance standards, reporting requirements, and compliance obligations

7. Rights and Obligations of Principal: Principal's commitments, support provisions, and obligations to the Sales Representative

8. Commission Structure: Detailed commission calculations, payment terms, and conditions for commission eligibility

9. Sales Targets: Minimum performance requirements and sales quotas

10. Intellectual Property Rights: Usage rights for trademarks, trade names, and other IP during the agreement

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term

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

14. Post-Termination Obligations: Duties and restrictions following agreement termination

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

16. General Provisions: Standard clauses including force majeure, entire agreement, amendments, and notices