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1. Parties: Identification of the Principal and the Buying Agent, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the Principal's business, and the purpose of appointing a buying agent
3. Definitions: Key terms used throughout the agreement, including Territory, Products, Suppliers, etc.
4. Appointment and Scope: Formal appointment of the agent, territory designation, and whether the appointment is exclusive or non-exclusive
5. Agent's Rights and Obligations: Detailed responsibilities including supplier identification, price negotiation, quality control, and reporting duties
6. Principal's Rights and Obligations: Principal's commitments, including information provision, support, and payment obligations
7. Commission Structure: Detailed commission calculation, payment terms, and conditions for commission entitlement
8. Ordering Process: Procedures for order placement, confirmation, and execution
9. Compliance and Documentation: Requirements for record-keeping, regulatory compliance, and reporting
10. Confidentiality: Protection of business secrets, customer information, and trade data
11. Term and Termination: Contract duration, renewal terms, and termination provisions including notice periods
12. Post-Termination: Obligations and rights after contract termination, including commission on pending transactions
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Non-Compete Clause: Restrictions on agent's activities during and after the contract - optional but common in German agency contracts
2. Intellectual Property Rights: Needed if the agent will handle branded products or create materials for the principal
3. Force Majeure: Provisions for unforeseen circumstances affecting performance - particularly relevant for international contracts
4. Data Protection: Detailed GDPR compliance provisions - required if personal data processing is involved
5. Insurance Requirements: Specific insurance obligations for the agent - recommended for high-value transactions
6. Bank Guarantee: Required if the agent will handle payments or require financial security
7. Sustainability Requirements: Environmental and social responsibility criteria - increasingly common in international trade
8. Anti-Corruption Provisions: Detailed compliance requirements - necessary for operations in high-risk territories
1. Schedule 1: Territory Definition: Detailed description of geographical areas covered by the agreement
2. Schedule 2: Product Specifications: List and specifications of products the agent is authorized to source
3. Schedule 3: Commission Rates: Detailed breakdown of commission rates for different product categories or transaction values
4. Schedule 4: Approved Suppliers: List of pre-approved suppliers or criteria for supplier selection
5. Schedule 5: Reporting Ƶ: Standard forms for regular reporting and documentation
6. Schedule 6: Quality Control Procedures: Detailed quality control and inspection requirements
7. Schedule 7: KPIs and Performance Metrics: Measurable performance indicators and evaluation criteria
8. Appendix A: Power of Attorney: Format of power of attorney for agent's specific authorities
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