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1. Parties: Identification of the principal company and the independent sales representative, including full legal names, addresses, and registration details
2. Background: Context of the agreement, nature of the principal's business, and purpose of engaging an independent sales representative
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Customers, Commission, etc.
4. Appointment and Territory: Scope of appointment, territorial rights (exclusive or non-exclusive), and market segment definitions
5. Representative's Duties and Obligations: Core responsibilities, sales targets, reporting requirements, and professional conduct expectations
6. Principal's Duties and Obligations: Support, training, marketing materials, and information provision obligations
7. Commission Structure: Commission rates, calculation methods, payment terms, and conditions for earning commission
8. Term and Termination: Duration of agreement, renewal terms, notice periods, and grounds for termination
9. Independent Contractor Status: Clear establishment of independent contractor relationship and absence of employment relationship
10. Intellectual Property Rights: Usage rights for trademarks, logos, and marketing materials
11. Confidentiality: Protection of business secrets and confidential information
12. Data Protection: GDPR compliance and data handling requirements
13. Post-Termination Obligations: Return of materials, final commissions, and transition arrangements
14. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for dispute resolution
1. Non-Compete Clause: Restrictions on competing activities during and after the agreement term - optional but common for protecting business interests
2. Customer Development: Specific provisions for developing new customer relationships and customer ownership
3. Performance Targets: Detailed sales targets and performance metrics - useful for larger commercial relationships
4. Marketing and Promotion: Specific requirements for marketing activities and cost sharing
5. Training Requirements: Detailed training obligations and professional development requirements
6. Insurance Requirements: Specific insurance coverage requirements for the representative
7. Dispute Resolution: Alternative dispute resolution mechanisms like mediation before court proceedings
8. Force Majeure: Provisions for handling unforeseen circumstances and business interruptions
9. Assignment and Subcontracting: Rights and restrictions regarding transfer of obligations or use of sub-agents
1. Schedule 1: Territory Definition: Detailed description of geographical territory and/or market segments
2. Schedule 2: Product List: Comprehensive list of products/services covered by the agreement
3. Schedule 3: Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule 4: Sales Targets: Specific sales targets and performance metrics
5. Schedule 5: Reporting Templates: Standard formats for sales reports and activity reporting
6. Appendix A: Approved Marketing Materials: List of approved marketing materials and usage guidelines
7. Appendix B: Compliance Requirements: Specific regulatory or industry compliance requirements
8. Appendix C: Customer List: List of existing customers and any special arrangements
Manufacturing
Technology and Software
Consumer Goods
Industrial Equipment
Medical Devices
Professional Services
Telecommunications
Chemical and Materials
Construction Products
Fashion and Apparel
Food and Beverage
Automotive
Electronics
Legal
Sales
Business Development
Commercial Operations
Finance
Compliance
Human Resources
Contract Administration
Tax
Risk Management
Sales Director
Commercial Manager
Business Development Manager
Legal Counsel
Contracts Manager
Sales Operations Manager
Channel Manager
Territory Manager
Chief Commercial Officer
Sales Representative
Independent Agent
Commercial Agent
Regional Sales Manager
Compliance Officer
Human Resources Director
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