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The Sales Agent Agreement is essential for businesses seeking to expand their sales reach through independent agents in Germany. This document is particularly crucial as German law provides significant protections for commercial agents, including mandatory compensation rights upon termination. The agreement must comply with the German Commercial Code (HGB) and relevant EU directives, making it more protective of agents' rights compared to many other jurisdictions. It typically includes detailed provisions on territory, commission calculation, reporting requirements, and termination procedures. This document is commonly used when companies want to establish a sales presence without direct employment relationships, particularly in cross-border scenarios or when expanding into new markets within Germany.

1. Parties: Identification of the Principal and the Sales 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 the Sales Agent

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

4. Appointment and Territory: Scope of the Agent's appointment, exclusivity/non-exclusivity, and definition of the territorial boundaries

5. Agent's Rights and Obligations: Detailed responsibilities including customer solicitation, reporting, compliance with instructions, and professional standards

6. Principal's Rights and Obligations: Principal's duties including information provision, support, and product supply obligations

7. Commission Structure: Calculation method, payment terms, and conditions for commission entitlement as per HGB requirements

8. Reporting and Accounting: Requirements for sales reports, commission statements, and record-keeping obligations

9. Intellectual Property: Usage rights for Principal's trademarks, logos, and marketing materials

10. Confidentiality: Protection of business secrets and confidential information

11. Term and Termination: Duration of agreement, notice periods, and termination grounds compliant with HGB

12. Post-Termination: Obligations after termination, including compensation claims and return of materials

13. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement provisions