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The International Sales Commission Agreement is essential for businesses seeking to expand their sales operations across international markets through third-party representatives. This document type is particularly well-suited to be governed by Swiss law, given Switzerland's sophisticated commercial legal framework and neutral position in international trade. The agreement comprehensively covers commission structures, territorial rights, performance expectations, and compliance requirements while aligning with Swiss Code of Obligations provisions regarding agency relationships. It's typically used when a company (principal) wants to engage an independent sales agent or commissioner to promote and sell their products or services in specific international territories, providing clarity on commission calculations, payment terms, and parties' obligations while ensuring compliance with both Swiss and international commercial laws.

1. Parties: Identification of the principal and sales agent/commissioner, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions for the commercial relationship

3. Definitions: Definitions of key terms used throughout the agreement, including technical terms, 'Territory', 'Products', 'Customers', etc.

4. Appointment and Territory: Scope of the agent's appointment, definition of territorial boundaries, and exclusivity status

5. Agent's Rights and Obligations: Detailed responsibilities of the agent, including sales targets, reporting requirements, and customer service standards

6. Principal's Rights and Obligations: Principal's commitments, including product information, support, and training provisions

7. Commission Structure: Detailed explanation of commission rates, calculation methods, and payment terms

8. Payment Terms: Specifics of payment timing, currency, method of payment, and handling of expenses

9. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP during the agreement

10. Confidentiality: Provisions for handling confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and conditions for termination

12. Post-Termination: Obligations and rights after termination, including commission on pending sales

13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

14. General Provisions: Standard clauses including force majeure, entire agreement, amendments, and notices