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Agency Master Services Agreement for Germany

Agency Master Services Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes and regulates the relationship between a principal company and its commercial agent. The document outlines the terms under which the agent will represent and act on behalf of the principal in promoting, selling, or distributing products or services. It incorporates specific requirements of German agency law (particularly HGB §§ 84-92c) and includes provisions for commission structures, territorial rights, obligations of both parties, and termination requirements in accordance with German legal standards.

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What is a Agency Master Services Agreement?

The Agency Master Services Agreement serves as the primary contractual framework for establishing commercial agency relationships under German law. This document is essential when a company (principal) wishes to engage an independent commercial agent to promote its business interests, particularly in specific territories or markets. The agreement must comply with mandatory provisions of the German Commercial Code (Handelsgesetzbuch), especially §§ 84-92c concerning commercial agents, while also addressing practical business needs such as commission structures, performance standards, and territorial rights. It's particularly crucial for companies expanding their market presence through indirect sales channels or requiring professional representation in new territories.

What sections should be included in a Agency Master Services Agreement?

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

2. Background: Context of the agreement, nature of the principal's business, and purpose of the agency relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of agent's appointment, exclusivity status, and geographical territory

5. Agent's Rights and Obligations: Detailed description of agent's duties, responsibilities, and authority limits

6. Principal's Rights and Obligations: Principal's commitments, support obligations, and information provision requirements

7. Commission and Payment Terms: Commission structure, calculation methods, payment terms, and reporting requirements

8. Intellectual Property Rights: Ownership and usage rights of trademarks, trade names, and other IP

9. Confidentiality: Confidentiality obligations and protection of business secrets

10. Data Protection: GDPR compliance and data processing obligations

11. Term and Termination: Duration, renewal terms, and termination provisions including statutory notice periods

12. Post-Termination: Post-termination obligations, commission entitlements, and handover requirements

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

What sections are optional to include in a Agency Master Services Agreement?

1. Non-Compete Obligations: Restrictions on competitive activities during and after the agreement, used when protecting market position is crucial

2. Sub-Agents: Terms for appointment and management of sub-agents, included when sub-agents are permitted

3. Minimum Performance Requirements: Specific performance targets and consequences of non-achievement, used for performance-based relationships

4. Insurance Requirements: Specific insurance obligations, included when risk profile requires additional coverage

5. Marketing and Promotion: Specific marketing obligations and standards, included for agents with marketing responsibilities

6. Compliance with Industry Regulations: Specific regulatory compliance requirements, included for regulated industries

7. Stock Handling: Terms for handling principal's stock or samples, included when agent handles physical products

What schedules should be included in a Agency Master Services Agreement?

1. Schedule 1 - Territory Description: Detailed definition of geographical territory and any exclusions

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

3. Schedule 3 - Commission Structure: Detailed commission calculations, rates, and special terms

4. Schedule 4 - Reporting Requirements: Templates and timing for regular reporting obligations

5. Schedule 5 - Service Level Agreement: Specific performance metrics and service standards

6. Appendix A - Power of Attorney: Specific authorities granted to the agent, if applicable

7. Appendix B - Data Processing Agreement: GDPR-compliant data processing terms and obligations

Authors

Alex Denne

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

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Relevant legal definitions









































Clauses








































Relevant Industries

Manufacturing

Consumer Goods

Industrial Products

Technology

Financial Services

Insurance

Pharmaceutical

Automotive

Chemicals

Software and IT

Real Estate

Professional Services

Telecommunications

Energy

Relevant Teams

Legal

Sales

Commercial

Compliance

Finance

Business Development

Operations

Contract Management

Risk Management

International Business

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Sales Operations Manager

Channel Manager

Distribution Manager

Compliance Officer

Chief Legal Officer

Regional Sales Manager

Agency Relationship Manager

Commercial Agent

Business Development Director

Industries








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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