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Exclusive Representative Agreement Template for Singapore

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Key Requirements PROMPT example:

Exclusive Representative Agreement

"I need an Exclusive Representative Agreement for appointing a Singapore-based company to represent our medical devices in Southeast Asia, with a commission structure of 15% on net sales and minimum quarterly targets of SGD 500,000."

Document background
The Exclusive Representative Agreement is essential for businesses seeking to establish controlled distribution channels or market presence through authorized representatives. This document, governed by Singapore law, explicitly defines the exclusive nature of the relationship, territorial boundaries, and commercial terms. It's particularly valuable when a company wants to maintain strict control over their market representation while providing representatives with protected territories. The agreement includes comprehensive details about commission structures, performance metrics, support obligations, and compliance requirements, ensuring alignment with Singapore's commercial and competition laws.
Suggested Sections

1. Parties: Identification and details of the principal and representative

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of exclusive representation and territorial scope

5. Duration and Termination: Term of agreement and termination conditions

6. Representatives Obligations: Duties, responsibilities and performance requirements

7. Principals Obligations: Support, resources and commitments provided

8. Commission Structure: Payment terms and calculation methods

9. Confidentiality: Protection of sensitive information

10. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Non-Competition: Restrictions on competing activities during and after the agreement term

2. Intellectual Property: IP rights and usage terms for any proprietary materials

3. Insurance: Requirements for insurance coverage and liability protection

4. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control

Suggested Schedules

1. Territory Schedule: Detailed description of geographical coverage and boundaries

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

3. Commission Schedule: Detailed commission calculations, rates, and payment examples

4. Performance Metrics: Specific KPIs, targets, and measurement criteria

5. Standard Operating Procedures: Detailed operational guidelines and procedures for the representation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses



































Industries

Contract Law (Chapter 2): Primary legislation governing contract formation, validity, terms, performance, and remedies in Singapore

Civil Law Act (Chapter 43): Fundamental legislation governing civil matters including contractual relationships and obligations in Singapore

Competition Act (Chapter 50B): Regulates anti-competitive practices and ensures exclusive arrangements don't violate competition laws

Agency Law: Common law principles governing principal-agent relationships, duties, and responsibilities

Sale of Goods Act (Chapter 393): Regulates the sale of goods and related commercial transactions

Electronic Transactions Act (Chapter 88): Governs electronic commerce and digital transactions if applicable to the representation agreement

International Enterprise Singapore Board Act: Relevant for international trade aspects and cross-border commercial activities

Consumer Protection (Fair Trading) Act: Ensures fair trading practices when dealing with consumer goods and services

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data in commercial relationships

Registration Requirements: Various registration obligations with relevant Singapore authorities for business representation

Import/Export Regulations: Rules governing international trade and movement of goods if applicable to the representation

Licensing Requirements: Specific permits and licenses needed for particular industries or activities

UN Convention on CISG: International sales law that may apply to cross-border aspects of the representation agreement

International Trade Agreements: Singapore's obligations under various international trade treaties and agreements

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

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