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Exclusive Representation Agreement Template for Singapore

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Key Requirements PROMPT example:

Exclusive Representation Agreement

"I need an Exclusive Representation Agreement for my software company to appoint a sole distributor in Singapore and Malaysia, with a 5% commission structure and minimum quarterly sales targets of SGD 500,000, starting from March 2025."

Document background
The Exclusive Representation Agreement is a crucial commercial document used when a business (principal) wishes to appoint a sole representative for their products or services in specific markets. Under Singapore law, this agreement provides comprehensive protection for both parties, outlining exclusive rights, territories, and compensation structures. It's particularly relevant for businesses expanding their market presence through dedicated representatives, incorporating Singapore's robust commercial law framework, including the Contract Act and Competition Act provisions. The agreement typically includes detailed terms on exclusivity, performance expectations, and termination rights.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement

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

5. Duration: Term of the agreement including commencement date

6. Representatives Rights and Obligations: Detailed responsibilities and authority of the representative

7. Principals Rights and Obligations: Obligations and commitments of the principal

8. Compensation: Commission structure and payment terms

9. Termination: Grounds and process for ending the agreement

Optional Sections

1. Non-Competition: Restrictions on competing activities, used when protecting market position

2. Intellectual Property: IP rights and usage terms for branded products or IP assets

3. International Provisions: Cross-border considerations and compliance requirements for multi-jurisdictional representation

4. Performance Targets: Specific goals and metrics for performance-based representation

Suggested Schedules

1. Territory Schedule: Detailed definition of geographical coverage

2. Commission Structure: Detailed breakdown of commission calculations and examples

3. Product/Service Schedule: List of products or services covered by the agreement

4. Performance Metrics: Detailed KPIs and measurement criteria

5. Required Forms and Procedures: Standard operating procedures and documentation requirements

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

Contract Act 1872: Primary legislation governing contract formation, validity, and enforcement in Singapore, including fundamental principles of offer, acceptance, consideration, and intention to create legal relations

Civil Law Act (Cap. 43): Governs agency relationships and principal-agent duties, establishing the legal framework for representation agreements and fiduciary obligations

Competition Act (Cap. 50B): Regulates market competition and exclusive dealing arrangements to prevent anti-competitive practices and unfair market restrictions

Sale of Goods Act (Cap. 393): Governs the sale of goods and related commercial transactions, relevant when representation involves product sales

Unfair Contract Terms Act (Cap. 396): Controls the use of unfair terms in contracts and limits the extent to which liability for breach of contract can be excluded

Trade Marks Act (Cap. 332): Protects trademarks and related intellectual property rights in representation agreements involving branded products or services

Copyright Act (Cap. 63): Protects copyright and related intellectual property rights when representation involves creative works or content

Consumer Protection (Fair Trading) Act: Ensures fair trading practices and consumer protection, particularly relevant if representation involves consumer goods or services

International Arbitration Act: Governs international arbitration proceedings and enforcement of foreign arbitral awards in Singapore

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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