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1. Parties: Identification of the principal company and the independent sales representative, including full legal names, addresses, and registration details
2. Background: Context of the agreement and confirmation of the independent contractor relationship
3. Definitions: Key terms used throughout the agreement, including Territory, Products, Customers, Commission, etc.
4. Appointment and Territory: Scope of appointment, exclusivity/non-exclusivity, and defined geographical territory
5. Rights and Obligations of the Sales Representative: Core duties, reporting requirements, compliance with laws, and professional conduct expectations
6. Company's Rights and Obligations: Support, training, product information, and other obligations of the principal company
7. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for earning commission
8. Intellectual Property and Confidentiality: Protection of company IP, trade secrets, and confidential information
9. Term and Termination: Duration, renewal terms, and grounds for termination as per HGB requirements
10. Post-Termination Obligations: Including return of materials, final commission payments, and statutory compensation rights
11. Independent Contractor Status: Clear statement of independent status and tax/social security responsibilities
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Non-Compete Obligations: Restrictions during and after the agreement term, used when protecting specific business interests
2. Customer Protection: Specific provisions for protecting customer relationships, relevant for established customer bases
3. Performance Targets: Specific sales targets and consequences of meeting/missing them, used for performance-based relationships
4. Marketing and Advertising: Guidelines for marketing activities, used when rep has significant marketing responsibilities
5. Sub-agents: Provisions regarding the appointment of sub-agents, relevant if allowed by the principal
6. Insurance Requirements: Specific insurance coverage requirements, relevant for high-value products or services
7. Data Protection: Detailed GDPR compliance provisions, necessary when handling significant personal data
8. Product Training: Specific training requirements and procedures, relevant for technical or complex products
1. Schedule 1 - Territory Description: Detailed description of geographical territory and any excluded areas
2. Schedule 2 - Product List: Comprehensive list of products/services the representative is authorized to sell
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule 4 - Reporting Ƶ: Standard forms for activity reports and commission calculations
5. Schedule 5 - Customer List: List of existing customers and any special arrangements
6. Schedule 6 - Sales Targets: Specific performance targets and evaluation criteria
7. Appendix A - Code of Conduct: Company's standard business conduct requirements
8. Appendix B - Marketing Guidelines: Approved marketing practices and brand usage guidelines
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