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1. Parties: Identifies and provides full details of the representative and the represented party
2. Background: Explains the context and purpose of the representation arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Defines the nature and scope of the representation relationship
5. Term and Termination: Specifies the duration of the agreement and circumstances for termination
6. Representatives Rights and Powers: Details the specific powers granted to the representative
7. Representatives Duties and Obligations: Outlines the responsibilities and obligations of the representative
8. Principals Obligations: Specifies the duties and obligations of the represented party
9. Compensation and Payment Terms: Details the fee structure, payment schedule, and reimbursement terms
10. Confidentiality: Establishes obligations regarding confidential information
11. Intellectual Property: Addresses ownership and usage of intellectual property
12. Liability and Indemnification: Sets out liability limitations and indemnification obligations
13. General Provisions: Contains standard boilerplate clauses including governing law, notices, and entire agreement
1. Non-Competition: Restricts the representative from competing activities - include when exclusivity is required
2. Non-Solicitation: Prevents solicitation of clients/employees - include for sensitive business relationships
3. Insurance: Specifies insurance requirements - include when representation involves significant risks
4. Performance Targets: Sets specific performance metrics - include when representation is results-based
5. Territory: Defines geographical scope - include when representation is territory-specific
6. Sub-Representatives: Rules for appointing sub-representatives - include when delegation may be needed
7. Marketing and Promotion: Guidelines for promotional activities - include for commercial representation
8. Compliance with Laws: Specific regulatory compliance requirements - include for regulated industries
9. Force Majeure: Provisions for unforeseen circumstances - include for long-term agreements
1. Schedule 1: Services Description: Detailed description of representation services to be provided
2. Schedule 2: Compensation Structure: Detailed breakdown of fees, commissions, and payment terms
3. Schedule 3: Territory Map: Geographical area of representation if applicable
4. Schedule 4: Performance Metrics: Specific KPIs and performance measurement criteria
5. Schedule 5: Approved Sub-Representatives: List of pre-approved sub-representatives if applicable
6. Schedule 6: Compliance Requirements: Specific regulatory or industry compliance requirements
7. Appendix A: Power of Attorney: Formal power of attorney document if required
8. Appendix B: Required Forms: Standard forms or documents required for the representation
9. Appendix C: Contact Details: Key contact information for both parties
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