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Exclusive Representation Agreement
"I need an Exclusive Representation Agreement under Dutch law for my software company appointing a sole agent in the Benelux region, with a 3-year term starting January 2025 and including minimum performance targets."
1. Parties: Identification of the principal and the exclusive representative/agent, including full legal names and registered addresses
2. Background: Context of the agreement, nature of the principal's business, and purpose of the representation arrangement
3. Definitions: Key terms used throughout the agreement, including 'Territory', 'Products/Services', 'Customers', and 'Commission'
4. Appointment and Scope: Express appointment of representative as exclusive agent and detailed scope of representation
5. Territory and Exclusivity: Definition of geographical territory and nature of exclusive rights
6. Representative's Rights and Obligations: Core duties, responsibilities, and rights of the representative
7. Principal's Rights and Obligations: Core duties, responsibilities, and rights of the principal
8. Commission Structure: Detailed commission calculations, rates, and payment terms
9. Term and Termination: Duration of agreement, renewal terms, and termination provisions including mandatory notice periods
10. Post-Termination: Obligations after termination, including commission on pending transactions and return of materials
11. Confidentiality: Protection of confidential information and trade secrets
12. Intellectual Property: Usage rights for principal's trademarks and materials
13. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes
14. General Provisions: Standard clauses including assignment, amendments, and notices
1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required
2. Training and Support: Include when principal provides specific training or support services
3. Marketing and Promotion: Include when representative has specific marketing obligations or restrictions
4. Non-Competition: Include when post-termination competition restrictions are required (subject to Dutch law limitations)
5. Insurance: Include when specific insurance coverage is required from the representative
6. Data Protection: Include when personal data processing is involved in the representation activities
7. Force Majeure: Include when specific provisions for unforeseen circumstances are needed
8. Bank Guarantee: Include when financial security is required from the representative
1. Schedule 1 - Territory Description: Detailed description of geographical territory and any excluded areas
2. Schedule 2 - Products/Services: Comprehensive list of products/services covered by the agreement
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product/customer type
4. Schedule 4 - Reporting Templates: Standard forms for activity reporting and commission calculations
5. Schedule 5 - Performance Targets: Specific sales targets or other performance metrics if applicable
6. Appendix A - Principal's Trademarks: List of trademarks and usage guidelines
7. Appendix B - Confidential Information: Detailed description of what constitutes confidential information
Authors
Manufacturing
Consumer Goods
Industrial Products
Technology
Pharmaceuticals
Fashion and Luxury
Automotive
Electronics
Medical Devices
Software and IT
Chemical Industry
Food and Beverage
Telecommunications
Legal
Commercial
Sales
Business Development
International Operations
Contract Administration
Compliance
Finance
Distribution Operations
Channel Management
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Chief Commercial Officer
Sales Operations Manager
Distribution Manager
Channel Manager
Export Manager
International Business Manager
General Counsel
Commercial Contracts Manager
Regional Sales Director
Agency Relations Manager
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