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The Commercial Agency Agreement is a crucial document for businesses operating in Hong Kong's dynamic commercial environment, particularly those seeking to expand their market presence through appointed representatives. This agreement type is commonly used when a company (principal) wishes to engage another party (agent) to promote their products or services, negotiate sales, or represent their interests in Hong Kong or designated territories. The document comprehensively addresses key aspects including appointment terms, territory rights, commission structures, performance expectations, and compliance with Hong Kong regulations. It's particularly relevant for international businesses utilizing Hong Kong's strategic position as a gateway to Asian markets, and requires careful consideration of local legal requirements, business practices, and risk management strategies.

1. Parties: Identifies and provides full details of the Principal and Agent, including registration numbers and registered addresses

2. Background: Sets out the context of the agreement, including the Principal's business and desire to appoint an agent

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Appointment and Scope: Establishes the agent's appointment, territory, and whether exclusive or non-exclusive

5. Term and Termination: Specifies the duration of the agreement and grounds for termination

6. Agent's Rights and Obligations: Details the agent's authority, duties, and responsibilities including reporting requirements

7. Principal's Rights and Obligations: Outlines the principal's commitments, support, and obligations to the agent

8. Commission and Payment Terms: Specifies commission rates, calculation methods, payment terms, and expenses

9. Intellectual Property Rights: Addresses usage of trademarks, trade names, and other IP during the agency

10. Confidentiality: Protects confidential information exchanged during the agency relationship

11. Data Protection: Ensures compliance with Hong Kong's Personal Data (Privacy) Ordinance

12. Non-Competition and Non-Solicitation: Restricts agent's ability to compete or solicit customers/employees

13. Indemnification and Liability: Addresses liability allocation and indemnification obligations

14. Force Majeure: Covers circumstances excusing performance of obligations

15. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment

16. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes