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1. Parties: Identifies and provides full details of the Principal and Sales Representative
2. Background: Outlines the context of the agreement and the parties' intention to enter into a non-exclusive sales representation arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Territory: Establishes the non-exclusive appointment and defines the geographical territory
5. Rights and Obligations of Sales Representative: Details the representative's duties, performance standards, and reporting requirements
6. Principal's Obligations: Outlines the principal's responsibilities, including product information, support, and training
7. Commission Structure: Details the commission rates, calculation methods, and payment terms
8. Term and Termination: Specifies the duration of the agreement and conditions for termination
9. Intellectual Property: Governs the use of trademarks, logos, and other IP during the representation
10. Confidentiality: Protects confidential information shared during the business relationship
11. Non-Solicitation: Prevents poaching of customers or employees during and after the agreement
12. Independent Contractor Status: Clearly establishes the representative's status as an independent contractor
13. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes
14. General Provisions: Includes standard clauses like force majeure, entire agreement, and amendments
1. Training and Support: Detailed provisions for training programs and ongoing support - include when significant product training is required
2. Performance Targets: Specific sales targets and performance metrics - include when implementing performance-based continuation terms
3. Marketing and Advertising: Guidelines for local marketing activities - include when representative has marketing responsibilities
4. Sub-agents: Terms for appointing sub-agents - include when sub-agents are permitted
5. Insurance: Insurance requirements - include when dealing with high-value products or specific risks
6. Data Protection: Specific data handling requirements - include when dealing with personal data
7. Post-Termination Obligations: Detailed post-termination procedures - include when complex wind-down procedures are needed
8. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions - include when dealing with government contacts or high-risk territories
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory Definition: Detailed description of geographical territory, including any excluded areas
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule 4 - Reporting Templates: Standard formats for sales reports and performance tracking
5. Schedule 5 - Service Level Agreement: Specific performance standards and metrics
6. Appendix A - Principal's Trademarks: List of trademarks and usage guidelines
7. Appendix B - Confidential Information: Detailed description of what constitutes confidential information
8. Appendix C - Approved Marketing Materials: Templates and guidelines for marketing materials
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