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1. Parties: Identification of the Principal and the Commercial Agent, including full legal names, registration details, and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of agent's appointment, exclusivity status, and defined territory
5. Agent's Rights and Obligations: Detailed description of agent's duties, including promotion of products/services, reporting requirements, and compliance with principal's instructions
6. Principal's Rights and Obligations: Principal's duties including providing information, materials, and support to the agent
7. Commission Structure: Detailed provisions on commission calculations, payment terms, and conditions for earning commission
8. Post-Transaction Commission Rights: Rules regarding commission on transactions concluded after agreement termination
9. Reporting and Payment Terms: Procedures for reporting sales, calculating commission, and payment schedules
10. Intellectual Property: Protection and usage rights of principal's trademarks, logos, and other IP
11. Confidentiality: Obligations regarding confidential information and trade secrets
12. Duration and Termination: Term of agreement, notice periods, and grounds for termination
13. Indemnity and Compensation: Post-termination compensation and indemnity rights as per Belgian law
14. Data Protection: GDPR compliance and data handling requirements
15. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Non-Compete Clause: Restrictions on agent's competitive activities during and after the agreement - optional but common, must comply with Belgian law limitations
2. Performance Targets: Specific sales or performance goals - include when the principal wants to set measurable objectives
3. Sub-Agents: Rules regarding appointment of sub-agents - include when sub-agents may be needed
4. Marketing and Advertising: Specific requirements for marketing activities - include when agent has significant marketing responsibilities
5. Training Requirements: Provisions for mandatory training - include when product/service requires specific expertise
6. Insurance: Requirements for professional liability insurance - include when dealing with high-value products or services
7. Force Majeure: Provisions for unforeseen circumstances - recommended but not mandatory
8. Stock Requirements: Rules regarding maintenance of stock - include only if agent will hold inventory
9. Del Credere Clause: Agent's guarantee of customer payment - include only if agent will assume customer credit risk
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agency agreement
2. Schedule 2 - Commission Rates: Detailed commission structure, including rates for different products/services and special conditions
3. Schedule 3 - Territory Description: Detailed description of geographical territory, including any excluded areas or customers
4. Schedule 4 - Reporting Templates: Standard forms for sales reports and commission calculations
5. Schedule 5 - Principal's Branding Guidelines: Guidelines for use of principal's trademarks and marketing materials
6. Schedule 6 - Performance Metrics: Detailed KPIs and performance evaluation criteria if applicable
7. Appendix A - Principal's Standard Terms: Principal's standard terms and conditions for customer contracts
8. Appendix B - Compliance Procedures: Detailed compliance requirements and procedures
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