Preface to the Model (commercial) agency agreeement
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Kind regards,
Willem Wiggers
ww@weagree.com
Amsterdam, 9 October 2013
9 October 2013
COMMERCIAL AGENCY AGREEMENT
between
Weagree B.V.
and
Weagree Netherlands B.V.
Confidential
For discussion purposes only
IMPORTANT:
1. This model agreement may only be used by legal professionals who are qualified to give legal
advice in the jurisdictions of the “Principal”, the “Agent” and the “Territory” (as such terms are to
be specified from context to context).
2. This model agreement serves as a checklist or example only. It does not constitute legal advice
and may be inadequate or even misplaced in any specific context. Legal advice, specific for the
jurisdictions and the practical context concerned, is required. You may not rely on it.
3. This model agreement may contain provisions which are unenforceable under the applicable law
or even in violation of applicable competition laws or a law applicable to commercial agents.
4. THIS MODEL AGREEMENT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF FITNESS
FOR ANY PURPOSE. WEAGREE DISCLAIMS ALL LIABILITY IN CONNECTION WITH THE
USE OF THIS MODEL AGREEMENT.
Contents
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Interpretation
Appointment and scope
Obligations of Agent
Obligations of Principal
Intellectual Property Rights
[Target volumes]
Commission and payment
[Restrictive covenants]
Term and termination
Limitation of liability
[Confidentiality]
Miscellaneous
Applicable law and dispute resolution
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2
3
5
5
6
6
8
8
9
9
10
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Annexes
Annex 1. General Sales Conditions
Annex 2. Products
Copyright © 2010, Weagree B.V.
This model agreement and any individual clauses in this model agreement may be used under the
Creative Commons licence CC BY-NC. Pursuant to this licence:


no “attribution” (i.e. acknowledgement of authorship as provided by the CC BY-NC licence) is
required in case of usage or modification in the context of a specific contract.
the licence term “non-commercial” prohibits usage in any model contract intended to be sold or
otherwise commercialised, and a usage for which a fee or compensation is charged. Obviously,
usage for establishing a commercial agency relationship is permitted.
To remove the Weagree-logo (and magenta tab), double click on the header, click on the image and
press delete.
This Commercial Agency Agreement (the Agreement) is entered into on [],
BETWEEN:
1.
Weagree B.V., a private limited company incorporated under the laws of the
Netherlands, with its registered offices at Vondelstraat 11H-4, 1054 GC Amsterdam, the
Netherlands (Principal); and
2.
Weagree Europe B.V., a private limited company incorporated under the laws of the
Netherlands, with its registered offices at Dam Square 1, Amsterdam, the Netherlands
(Agent).
Both parties are collectively referred to as the Parties and individually also as a Party.
WHEREAS:
(A)
Principal is engaged in the marketing, sale and distribution of the Products (capitalised
terms are defined in Article 1). Principal wishes to have the Products marketed and sold
to Customers.
(B)
Agent has an organisation and relevant experience for the marketing and sale of
Products (and products similar to the Products) in the Market and the Territory. Agent is
willing to act as an agent of Principal for the Product [in the Market in the Territory].
NOW THEREFORE, the Parties agree as follows:
1.
INTERPRETATION
1.1
Definitions. In this Agreement:
Affiliate means, in relation to a person, any company or other legal entity, which directly
or indirectly controls, is controlled by or is under joint control with that person. For this
purpose, a person is deemed to control a company or entity if it (a) owns, directly or
indirectly, more than 50 percent of the capital of the other company, or (b) in the absence
of such ownership interest, substantially has the power to direct or cause the direction of
the management and set the policies of such company or entity.
Confidential Information means any information of a non-public, confidential or
proprietary nature, whether of commercial, financial or technical nature, or related to
customers, suppliers, Product, production or otherwise, disclosed by one Party (the
Disclosing Party) to the other Party (the Receiving Party). Such information may be
disclosed in any form, provided that it is disclosed reasonably in connection with this
Agreement.
Customers means all customers, and prospected or potential customers of Product in
the Market within the Territory only, excluding companies that are part of a larger
corporate group with their main activities outside the Territory or the Market, but
excluding Key Customers.
Disclosing Party has the meaning ascribed to it in Section Error! Reference source
not found..
General Sales Conditions means the general terms and conditions of sales, attached
as Annex 1.
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Key Customers means the key accounts of Principal (or Principal’s Affiliates), as
Principal may indicate from time to time, including the Affiliates of those key accounts.
Market means the market of [].
Product means the products identified in Annex 2 from time to time.
Receiving Party has the meaning ascribed to it in Section Error! Reference source not
found..
Target Volumes means the volume of Product from time to time, that Agent shall
purchase during any agreed period of time.
Territory means the territory of [].
1.2
Interpretation. Except as otherwise defined, in this Agreement, references to a
communication in writing shall include e-mail and electronic messages accessible and
printable by commonly used software applications.
1.3
Schedules and priority. The Schedules and Annexes are an integral part of this
Agreement and references to this Agreement include its Schedules and Annexes. In the
event of any ambiguity or inconsistency between the provisions of a Schedule or an
Annex and in the body of this Agreement, the latter shall prevail.
2.
APPOINTMENT AND SCOPE
2.1
Appointment. Subject to the terms and conditions of this Agreement, Principal hereby
appoints Agent as its agent for the marketing and sale of the Product to the Market in the
Territory only, and Agent hereby accepts this appointment.
2.2
Non-exclusive agency. Principal is not restricted in any way from promoting, selling or
distributing the Products to the Market in the Territory, either through its own operations,
operations of its Affiliates or by appointing other distributors, agents or representatives.
2.3
Applicable pricing and terms and conditions. The initial pricing, volume discount
schemes (if applicable) in relation to the Products per the Effective Date, and any other
pricing conditions, are listed in Annex 2. All sales of Products to Customers shall be
subject to the General Sales Conditions, unless otherwise stated in this Agreement.
Principal reserves the right to change price lists, volume discount schemes or General
Sales Conditions, subject to prior written notice to Agent.
2.4
[Assistance to Key Customers. If so requested by Principal, Agent shall assist in
keeping up Principal’s contacts with Key Customers by rendering certain general
auxiliary services to be agreed between the Parties on a case-by-case basis. These
auxiliary services may include regulatory assistance, logistic, technical or support
services or such other services as the Parties agree.]
2.5
No Subcontracting. Without Principal’s prior written permission, Agent shall not carry
out its activities through sub-agents or other representatives.
2.6
[Other Products. If Principal decides to offer any other products or services
commercialised by [the same business group of] Principal to the Market in the Territory,
Principal shall inform Agent in order to discuss the possibility of including such other
products as a “Product”, unless, in view of the characteristics of the other products or
services, the Product, the Market and the capabilities of Agent, it is not desirable, at the
discretion of Principal, that such products are marketed and sold through Agent.]
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2.7
Scope amendments. Principal reserves the right to change at any time the Products,
[the Territory] or the Key Customers, upon reasonable prior written notice to Agent, if any
special circumstances, at the discretion of Principal, make such change reasonably
desirable; provided that Principal shall not change the Products, [the Territory] or the Key
Customers for the benefit of another distributor, agent or representative of Principal.
3.
OBLIGATIONS OF AGENT
3.1
General responsibilities. Agent shall be free to organise its time and its activities
pursuant to this Agreement. Agent shall make best efforts and devote such time,
manpower and other resources as are necessary or helpful to promote, market, sell and
maintain for Principal, and where required cooperate in the conclusion and completion of
substantial sales of Products to the Market in the Territory.
3.2
Specific responsibilities. Without limiting the generality of Section 3.1, Agent shall:
(a)
(b)
As regards marketing, business development and sales.
(i)
regularly (as often as is suitable) visit Customers and follow up on all leads
and prospects provided by Principal, except that Agent shall not solicit sales
from Key Customers;
(ii)
reply to all requests of Customers for quotations and shall pass on all orders
for Products promptly upon receipt to Principal and has no authority to
commit Principal in any manner. Quotations that are given, orders that are
recorded and agreements that are negotiated by Agent shall reflect that they
remain subject to the agreement of or a written order confirmation by
Principal;
(iii)
refer promptly to Principal all enquiries for the purchase of Products received
from persons operating inside or outside the Territory or the Market but for
sale outside the Territory or the Market;
(iv)
keep Principal informed of any changes in the prevailing market conditions
and shall periodically supply general and specific market reports relating to
the Product and the Product’s equivalents, including: (A) information
regarding Customers and general complaints from Customers, (B) details
with regard to market shares and prices in the Market in the Territory,
(C) promotional or other activities in the Market in the Territory, (D) technical
information which can be considered to be relevant to the marketing and sale
of the Products, and (E) information on Customers’ wishes for improvements
of the Products. Agent shall, if so requested, actively assist Principal in its
market research; and
(v)
submit to Principal, at least [annually, by the end of November of each
calendar year] a sales plan to be implemented by Agent, with target sales
figures for each Product, for the following year, so as to allow Principal to
schedule the manufacturing of the Products.
As regards its business operations.
(i)
describe itself as an agent of Principal in all correspondence, letterheads,
business cards, telephone directories, advertising materials and other
external communications;
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(ii)
conduct its business in accordance with proper business standards, in good
faith and not commit any act which would adversely affect Principal or its
Products, business, integrity or reputation;
(iii)
comply with all laws and regulations to which it is subject (including VAT, tax
and social security) and avoid all unethical or misleading business practices,
and keep Principal informed about (any changes in) the laws, regulations or
requirements that (are to) apply in the Market and the Territory and to which
the Products must conform;
(iv)
engage resources as are necessary for the efficient and effective
performance of its obligations under this Agreement; and not engage in any
other activities that would detract Agent from or hinder Agent in the
performance of its obligations under this Agreement without the prior written
consent of Principal, which consent shall not be unreasonably withheld or
delayed; and
(v)
at its own expense, attend and participate in trade fairs, industry meetings,
conventions and other sales exhibitions (pre-approved by Principal), and
attend meetings at Principal’s request with Customers and with
representatives of Principal.
As regards support services.
(i)
provide Customers with adequate after-sales servicing of all Products for
Principal and address and resolve Customer complaints, breakdowns, offspecification deliveries of Product;
(ii)
subject to Section 2.4, refer promptly to Principal all contacts or inquiries by a
Key Customer with respect to the Products;
(iii)
notify Principal of each complaint, breakdown or off-specification delivery with
full particulars of the nature of the problem, the actions taken by Agent in
response to the problem, the recommendations suggested by Agent, and
such information as Principal may reasonably require; and
(iv)
provide Principal upon its first request with assistance in relation to handling
of complaints and claims from Principal’s customers where it relates to
(Principal’s operations) in the Market and the Territory.
As regards financial matters.
(i)
not transmit orders from potential Customers of which Agent knows (or ought
to know) that they are in a critical financial position, without informing
Principal in advance of such fact; and actively support Principal in its
assessment of Customers’ (ongoing) financial capability to fulfil their financial
obligations duly and timely;
(ii)
not be authorised to collect or accept payments on behalf of Principal, but
shall, when so requested by Principal, provide credit control and solvency
review assistance on Customers (including follow-up of outstanding invoices
and, where so requested, support in the collection of debts);
(iii)
[Agent shall be liable, up to the amount of the commission, for the solvency,
capacity and willingness of the Customer to pay for the Product that such
Customer ordered from Principal as a result of the activities of Agent under
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this Agreement, unless Principal has changed the delivery or payment
conditions without Agent’s consent; and]
(iv)
provide Principal upon its first request with assistance in relation to invoicing
to and debt collection from Customers.
3.3
Pricing and GTCs. Agent shall offer the Products for sale to the Customers as per the
then current price lists, the volume discount schemes (if applicable) and the General
Sales Conditions. Agent shall make no warranty or representation concerning the
Products or their delivery other than those expressly made by Principal in its then current
sales materials or otherwise authorised by Principal in writing.
4.
OBLIGATIONS OF PRINCIPAL
4.1
Responsibilities. Principal shall act in a loyal manner and in good faith in its relations
with Agent and shall:
(a)
[provide Agent with all documents and information (such as advertising and
promotional material, literature and other selling aids, samples, displays, drawings,
engineering or other data) which are reasonably required for the proper
performance by Agent of its activities under this Agreement.] [Such documents and
information shall be for the account of Principal.]
(b)
provide Agent with such technical advice and support as is reasonably required for
the proper performance by Agent of its activities under this Agreement.
(c)
inform Agent in due time of reductions or changes of the Product (including any
related services), and in general inform Agent about the commercial strategy,
prices and developments which may have an important impact on the activities of
Agent under this Agreement.
(d)
inform Agent of the appointment in the Market and Territory of other agents,
distributors, sales representatives or any other intervening person.
4.2
Acceptance of orders. Principal shall inform Agent without undue delay following
receipt of an order by any (potential) Customer of its acceptance or refusal. Acceptance
or refusal is at the discretion of Principal and does not have to be justified.
5.
INTELLECTUAL PROPERTY RIGHTS
5.1
Branding. Agent is hereby granted a royalty-free, non-exclusive license, without the right
to grant sublicenses, to use the logos, trademarks, trade names, copyrights and any
other intellectual property rights of Principal and relating to the Product, whether
registered or not, as are necessary to carry out its obligations under this Agreement.
Trademarks of Principal may be used solely and strictly in accordance with the branding
manual and guidelines from time to time, available on the website of Principal. Agent
may use these intellectual property rights only for the purpose of identifying and
advertising the Products within the scope of this Agreement, and in no event against the
interests of Principal. Agent’s right to use the intellectual property rights shall cease
immediately upon expiration or termination of this Agreement.
5.2
Registration. Registration and maintenance of Principal’s intellectual property rights for
the Products in the Market and the Territory is Principal’s sole responsibility. Agent shall
provide Principal upon request with assistance in relation to the registration of Principal’s
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intellectual property rights in the Market and the Territory. Agent shall not register, or
permit the registration by a third party, of Principal’s intellectual property rights.
5.3
Infringements and legal action. Agent shall promptly notify Principal of any act of unfair
competition or illegal trade practices, or any infringement of Principal’s intellectual
property rights that comes to its attention, and assist Principal, at Principal’s costs, in any
legal action that Principal may, in its sole discretion, take to protect any of its intellectual
property rights.
6.
[TARGET VOLUMES]
6.1
Minimum volume. The Target Volumes for the period through [] are listed in Annex 2.
The Parties shall determine the Target Volumes for each following calendar year
ultimately [in September of the immediately preceding year]. If the Parties are unable to
agree on new Target Volumes timely, the Target Volumes for the following year shall be
the same as the Target Volumes for the then-current calendar year.
6.2
Anticipated failures. Agent shall inform Principal promptly in writing if it becomes
apparent (or when it must reasonably be expected) that the Target Volumes, for any
reason, shall substantially not be met.
6.3
Failure to meet Target Volume. This Agreement may be terminated by a Party if the
Parties fail to reach an amicable agreement on any new Target Volumes before the date
referred to in Section 6.1, or the failure of Agent to meet 80 percent of its Target Volume
at the end of a calendar year entitles Principal at its discretion to terminate this
Agreement partially (among others, for Products to which the Target Volumes relate) or
entirely, to limit the scope of exclusivity afforded to Agent or to reduce the extent of the
Market or the Territory.
7.
COMMISSION AND PAYMENT
7.1
Commission and expenses. Agent’s activities in relation to this Agreement shall be
compensated by commissions. [Option 1: In addition, Principal shall reimburse
reasonable out-of-pocket expenses incurred by Agent and approved by Principal in
relation to those activities, subject to submission of receipts or other evidence of
payment of those expenses. [Option 2: The commission shall cover all costs and
expenses incurred by the Agent in performing its obligations under this Agreement.]
7.2
Commission rate. The commission rates will be EUR [] per Product. Subject to the
terms of this Article 7, the commissions shall be calculated on the net amounts actually
received by Principal from Customers, exclusive of transportation, insurance, rebates,
and discounts pursuant to volume discount schemes, if applicable. Discounts, rebates or
price reductions that Principal has granted unilaterally to the Customer, without
involvement of Agent, shall be added to the net amount invoiced.
7.3
Extension of right to commission. The right to commission arises:
(a)
if the order is received by Agent or Principal on or after the effective date of
termination of this Agreement, when the business with that Customer is concluded
within a period of [six months] following such effective date and primarily the result
of Agent’s activities during the term of this Agreement; or
(b)
in connection with all orders of a third party that was previously a customer of
Agent for similar businesses.
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No commission. No right to commission arises or, once arisen, such right to
commission shall be repaid if:
(a)
[the order is placed by a Key Customer.]
(b)
the order is placed through the involvement of another agent of Principal, with no
or limited involvement by Agent.
(c)
the order is placed by a customer or third party operating outside the Territory or
the Market.
(d)
an order placed by the Customer or third party is not accepted by Principal.
(e)
to the extent that the Customer is in default of its obligations, unless such default is
the direct result of acts or omissions of Principal, except that the right to
commission shall revive upon such Customer fulfilling its obligations.
(f)
actual performance of the sales transaction has become impracticable for any
reason not attributable to Principal.
(g)
actual performance of the sales transaction cannot reasonably be required from
Principal, especially if acts or omissions of the Customer justify such nonperformance.
(h)
without Principal’s prior written consent, the Customer has purchased the Product
for the purpose of reselling it to a third party at a price higher than that paid by the
Customer.
(i)
it concerns a sales transaction where the payment of a commission would be
illegal.
(j)
Principal is entitled to set off or to demand repayment of commissions that have
been paid on sales for which no right to commission arises or such right has been
cancelled.
7.5
[Commission due date. Notwithstanding Section 7.2, the commission shall be due and
payable to the extent that Principal has actually received payment from the Customer in
respect of the sales transaction.]
7.6
Commission reports and invoicing. Principal shall issue commission statements to
Agent with a breakdown of the commissions that have become due and payable, the
relevant data on the basis of which these commissions have been calculated and any
debits against Agent’s commission account. The commission shall be paid within 30
days after [Principal actually received the amounts to which such commission pertains].
7.7
Currency and exchange rate. Commission shall be payable in [euro (EUR)]. To the
extent that commissions must be established by reference to another currency, Principal
shall apply the currency exchange ratio (and related costs, if any) used for recognition of
the referenced revenue in its own books and records.
7.8
Taxes and levies.
(a)
All amounts in this Agreement are gross amounts but exclusive of any value added
tax (VAT), sales tax, income tax, consumption tax or any other similar tax, duty,
fee, levy or other governmental charge, customs duties and other levies (Taxes),
except as specified otherwise.
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(b)
If any payment pursuant to this Agreement is subject to any Taxes, Agent shall be
entitled to charge such Taxes to Principal, which shall be paid by Principal in
addition to the payments pursuant to this Article.
(c)
In the event that the tax authorities in a jurisdiction impose any Taxes on payments
made or to be made by Principal to Agent pursuant to this Agreement and require
Principal to withhold such Taxes from such payments, Principal may deduct such
Taxes from such payments, provided that such Taxes are paid to the appropriate
tax authorities. In such event, the Parties shall provide each other receipts or
documentary evidence (issued by the appropriate tax authorities or against which
such Taxes would be due or payable) so as to enable the other Party to support (if
applicable) a claim for credit against Taxes which may be payable, deductible or
creditable, as well as to enable that other Party to document, if necessary, its
compliance with its Tax duties in any jurisdiction.
8.
[RESTRICTIVE COVENANTS]
8.1
Non-compete. In the Territory and the Market, Agent shall not, without the prior written
approval of Principal, in its own name or for its own account, or in the name or for the
account of a third party or otherwise by engaging a third party: (a) undertake any other
distributorship or agency activities for products which compete with the Products; or
(b) develop, manufacture, market or sell, directly or indirectly, such products; or
(c) purchase the Products from any party other than Principal.
8.2
[Penalty. In the case of violation by Agent of Section 8.1, Agent shall on first demand
pay a penalty equal to the amount of the average one-year commission calculated over
the five year preceding such breach, without prejudice to Principal’s right to claim its
actual damages, costs and expenses.]
8.3
Restriction of scope. Agent shall not actively solicit orders for or otherwise actively
engage in the promotion or sales of Products outside the Market or the Territory.
8.4
Employees and Affiliates. Agent shall impose the obligations of Sections 8.1 and 8.3
on its employees and Affiliates and shall procure that its employees and Affiliates shall
fully comply at all times with such obligations.
8.5
Temporal scope. To the extent permitted under any applicable law, Sections 8.1 and
8.3 shall survive the termination of this Agreement by one year.
9.
TERM AND TERMINATION
9.1
Term. This Agreement shall be effective as of [] for a period of [two years]. [Thereafter,
this term shall automatically be extended, each time for a period of [one year].] A Party
may terminate this Agreement with effect from the end of the then current term by giving
the other Party a written notice of no less than [three months] before its expiry.
9.2
Material breach. A Party may terminate this Agreement at any time for a material or
persistent breach by the other Party. Where such breach is capable of being remedied, a
Party may only terminate if the breaching Party has not remedied such breach within [90
days] after giving a written notice of such breach.
9.3
Immediate termination. A Party may terminate this Agreement with immediate effect by
written notice, if the other Party:
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(a)
shall be dissolved or liquidated, is declared bankrupt or otherwise the subject of
suspension of payment or other insolvency proceedings, or if it must reasonably be
expected to be unable to meet its obligations under this Agreement;
(b)
fails to comply with the laws and regulations to which it is subject; or
(c)
[is subject to a change of control or if the management of the other Party is
changed and such change is in the reasonable opinion of the terminating Party
(potentially) detrimental to its business interests.]
9.4
Existing obligations. Notwithstanding the expiry or termination of this Agreement, each
Party shall procure the due and timely performance of all obligations assumed by it prior
to such expiry or termination. [Option 1: Except in the event that this Agreement is
terminated for breach of contract, no Party shall be required to make any payment for
termination or expiration of this Agreement. Provisions which, by their very nature, are
intended to continue notwithstanding an expiry or termination of this Agreement, shall
continue in full force and effect.] [Option 2: Unless Agent is the terminating Party, upon
termination of this Agreement for reasons other than referred to in Section 9.2 or 9.3,
Agent shall be entitled to receive a termination indemnity, equal to [one/two] years’
commissions to be calculated on the basis of the average annual commissions paid by
Principal to Agent during the three years preceding the termination notice.]
10.
LIMITATION OF LIABILITY
10.1 Indirect damages. In no event shall a Party be liable under or in connection with this
Agreement for any indirect, incidental or consequential damages (including any lost
opportunities, loss of turnover or profits, and damages for liability towards third parties).
10.2 Indemnity of the agent. Principal shall defend Agent against all claims and proceedings
and indemnify Agent for any damages, losses and expenses incurred by Agent which
arise out of or in connection with a claim or proceeding to the extent based on omissions
by Principal or acts by Principal in violation of this Agreement, except to the extent that
such damages, costs or expenses are the result of wilful misconduct or gross negligence
attributable to Agent.
10.3 Indemnity of the principal. Agent shall defend Principal against all claims and
proceedings and indemnify Principal for any damages, losses and expenses incurred by
Principal which arise out of or in connection with a claim or proceeding to the extent
based on omissions by Agent or acts by Agent in violation of this Agreement, except to
the extent that such damages, losses or expenses are the result of the failure of a
Product or wilful misconduct or gross negligence attributable to Principal.
11.
[CONFIDENTIALITY]
11.1 Limited use. A Receiving Party shall not use Confidential Information for purposes other
than in direct relation with this Agreement. The Receiving Party shall treat the Disclosing
Party's Confidential Information with at least the same degree of care as it would use in
respect of its own confidential information of similar importance, but in any event a
reasonable level of care. In particular, the Receiving Party shall not disclose, publish,
disseminate or make accessible the Disclosing Party's Confidential Information, in whole
or in part, in any way or form, to third parties other than to its employees or employees of
Affiliates who have a need-to-know in connection with the performance of the Receiving
Party’s obligations under this Agreement.
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11.2 Exemptions. The restrictions and obligations in this Article 11 shall not apply to the
Disclosing Party’s Confidential Information, which:
(a)
is or has become generally available to the public other than as a result of a
disclosure by the Receiving Party (or its representatives);
(b)
was received by the Receiving Party from a third party and not indirectly from the
Disclosing Party in violation of any obligation of secrecy or non-use;
(c)
was in the possession of the Receiving Party prior to disclosure or is developed
independent from such Confidential Information, as is shown by competent
evidence.
11.3 Court orders. In case Confidential Information is required to be disclosed by the
Receiving Party by virtue of a court order or statutory duty, the Receiving Party shall be
allowed to do so, provided that it shall without delay inform the Disclosing Party in writing
of receipt of such order or duty and enable the Disclosing Party reasonably to seek
protection against such order or duty.
11.4 Return or destroy. Upon the first request of a Disclosing Party, the Receiving Party
shall without delay (a) return all their copies, samples and extracts of, and all other
physical media containing, the Disclosing Party’s Confidential Information, and (b) delete
or destroy (and have deleted or destroyed) all automated data containing the Disclosing
Party’s Confidential Information.
12.
MISCELLANEOUS
12.1 Amendments. No amendment of this Agreement shall be binding upon either Party,
unless it is in writing and duly signed by both Parties.
12.2 Assignment. No rights or obligations pursuant to this Agreement may be assigned or
transferred in whole or in part without the prior written consent of the other Party (which
consent shall not unreasonably be withheld, delayed or conditioned), except that
Principal may assign this Agreement to an Affiliate of it.
12.3 Waivers. A failure of a Party to enforce any of the provisions of this Agreement shall in
no event be considered a waiver of such provision and a waiver of a provision by a Party
shall not preclude that Party from later enforcing any other provision of this Agreement.
No waiver by a Party of any breach or default by the other Party shall operate as a
waiver of any succeeding breach or other default of the same or any other provision of
this Agreement. No waiver shall have any effect unless it is specific and in writing.
12.4 Severability. If any provision in this Agreement is found to be invalid or unenforceable in
any respect in any jurisdiction:
13.
(a)
the validity or enforceability of such provision shall not in any way be affected in
respect of any other jurisdiction and the validity and enforceability of the remaining
provisions shall not be affected, unless this Agreement reasonably fails in its
essential purpose; and
(b)
the Parties shall substitute such provision by a valid and enforceable provision
approximating to the greatest extent possible the essential purpose of the invalid or
unenforceable provision.
APPLICABLE LAW AND DISPUTE RESOLUTION
13.1 Applicable law. This Agreement is governed by the laws of [].
Weagree Model (Commercial) Agency Agreement
11
Confidential
All liabilities disclaimed
13.2 Jurisdiction. Any disputes arising out of or in connection with this Agreement shall be
referred to the competent courts of [].
THUS, this Agreement was signed in two copies.
Weagree B.V.
Weagree Europe B.V.
______________________________
By:
Title:
______________________________
By:
Title:
Weagree Model (Commercial) Agency Agreement
Annex 1. General Sales Conditions
[Insert the general terms and conditions of sales here]
© 2013 Weagree (www.weagree.com)
Drafting definitions and using defined terms
Best practice rules on contract drafting
Annex 2. Products
1.
PRODUCTS
1.1
List of Products:
2.
(a)
[]
(b)
[]
(c)
[]
VOLUMES AND UNITS

Weagree Model (Commercial) Agency Agreement
2
About Weagree:
Weagree offers various services to accelerate contract drafting:
Contract assembly. Our most eye-catching service is the Weagree Wizard, an extremely
user-friendly software application for drafting contracts. It allows you to assemble contracts
from a set of (your or our) contract building blocks. Its vigorous Q&A-functionality helps you
make the right choices and inserts the right language in the right places.
Drafting courses. As regards Weagree’s contract drafting courses and model contract
upgrading services, you might be somewhat suspicious: what are we going to learn that we
don’t know already? This e-book may serve as evidence of the quality of work Weagree offers.
Upgrading your model contracts. When you are about to improve the model contracts used
across your organisation, Weagree’s e-books may be helpful to learn from the lessons we
learnt. Lots of things can go wrong if you just follow your intuition. We can give you guidelines.
Contract drafting principles. On the Weagree website, we publish about an abundance of
aspects related to contracts and contract drafting. You will come across many mainstream
contract drafting principles. We explain that In witness whereof is an old-fashioned common
law phrase (and meaningless in civil law jurisdictions). We tell you that writing and/or is
thoughtlessly ridiculous. Furthermore, our online book introduces many other drafting notions
and contains plenty of best practice rules, for example on the use of defined terms and
definitions. Enjoy!
Weagree contact:
+31 (0)20 616 9696 (t)
+31 (0)6 461 555 08 (m)
ww@weagree.com (Willem Wiggers)