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Exclusive Agency Agreement Template for Singapore

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Key Requirements PROMPT example:

Exclusive Agency Agreement

"I need an Exclusive Agency Agreement for my software company to appoint a sole distributor in Singapore, with performance targets and the ability to terminate if quarterly sales targets aren't met, starting from January 2025."

Document background
The Exclusive Agency Agreement is a crucial commercial document used when a business (principal) wishes to grant exclusive rights to another party (agent) to represent their interests, products, or services. Under Singapore law, this agreement provides comprehensive protection for both parties by clearly defining the scope of exclusivity, territorial limits, compensation structures, and performance expectations. The document is particularly important in establishing clear boundaries of authority and protecting the principal's interests while providing the agent with secured business opportunities. Such agreements are commonly used in various industries where exclusive representation or distribution rights are essential for business strategy and market penetration.
Suggested Sections

1. Parties: Identification of principal and agent with full legal names and addresses

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of agent's appointment and scope of authority

5. Exclusivity Terms: Nature and extent of exclusive rights granted

6. Duration: Term of the agreement including commencement date

7. Compensation: Commission structure and payment terms

8. Obligations: Duties and responsibilities of both parties

9. Termination: Grounds and process for ending the agreement

Optional Sections

1. Performance Targets: Specific goals or metrics for agent performance - used when principal wants to set measurable objectives

2. Territory: Geographic scope of agency - used when agency is limited to specific regions

3. Training: Requirements for agent training and development - used when specific skills or certifications are needed

4. Sub-agents: Rights and restrictions regarding appointment of sub-agents - used when agent might need to delegate responsibilities

Suggested Schedules

1. Schedule 1 - Commission Structure: Detailed breakdown of commission calculations and scenarios

2. Schedule 2 - Products/Services: List of products or services covered by the agency

3. Schedule 3 - Territory Map: Visual representation of geographic coverage where territory restrictions apply

4. Schedule 4 - Performance Metrics: Detailed KPIs and measurement criteria for performance evaluation

Authors

Alex Denne

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

Relevant legal definitions





























Clauses



































Industries

Civil Law Act (Cap. 43): Primary legislation governing civil law matters and contract formation in Singapore

Common Law Contract Principles: Fundamental principles of contract law derived from common law system, including offer, acceptance, consideration, and intention to create legal relations

Common Law Agency Principles: Legal principles governing the agent-principal relationship, including duties, authorities, and obligations

Competition Act (Cap. 50B): Legislation governing fair competition practices, relevant for ensuring exclusivity provisions don't violate competition laws

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, relevant if personal information is processed in the agreement

Estate Agents Act: Industry-specific legislation applicable if the agency agreement relates to real estate services

Insurance Act: Industry-specific legislation applicable if the agency agreement relates to insurance services

Securities and Futures Act: Industry-specific legislation applicable if the agency agreement relates to financial services

Unfair Contract Terms Act (Cap. 396): Legislation controlling the use of unfair terms in contracts, particularly in standard form contracts

Electronic Transactions Act: Legislation governing electronic transactions and digital signatures, relevant if electronic execution is contemplated

Limitation Act: Legislation setting time limits for bringing legal claims and actions

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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