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The Exclusive Sales Agency Agreement is a critical commercial contract used when a company (principal) wishes to appoint an exclusive representative to promote and sell its products or services in a specific territory. This document is particularly important in the German market, where commercial agency relationships are strictly regulated under the German Commercial Code (HGB). The agreement must carefully balance commercial flexibility with mandatory legal requirements, including provisions for agent protection, commission structures, and the statutory compensation claim (Ausgleichsanspruch) upon termination. It is essential for businesses expanding their sales operations in German-speaking territories and requires careful consideration of territorial exclusivity, performance metrics, and compliance with local commercial law. The document typically includes detailed schedules for products, commission structures, and reporting requirements, making it a comprehensive framework for long-term commercial agency relationships.

1. Parties: Identification of the Principal and the Commercial Agent, 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 agency relationship

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

4. Appointment and Scope: Express appointment of agent as exclusive sales representative, definition of territory and exclusivity terms

5. Term and Termination: Duration of agreement, renewal provisions, and termination rights (including mandatory notice periods under German law)

6. Agent's Rights and Obligations: Detailed description of agent's duties, reporting requirements, and performance standards

7. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

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

9. Intellectual Property Rights: Usage rights for principal's trademarks, trade names, and other IP during the term

10. Confidentiality: Confidentiality obligations and protection of business secrets

11. Data Protection: GDPR compliance and data processing obligations

12. Post-Termination Provisions: Including mandatory compensation claim (Ausgleichsanspruch) and handling of ongoing business

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes