AGENCY AGREEMENT
TABLE OF CONTENTS
Page
Article 1. Appointment ········································································· 1
Article 2. Agent’s Duties and Responsibilities ·············································· 2
Article 3. Company’s Duties and Responsibilities ·········································· 2
Article 4. Agent soliciting Offer ······························································· 2
Article 5. Offer Agent ··········································································· 3
Article 6. Commissions ········································································· 3
Article 7. Indemnification ······································································ 4
Article 8. Effective Date and Duration ······················································· 4
Article 9. Termination ·········································································· 4
Article 10. Force Majeure ······································································ 5
Article 11. Arbitration ··········································································· 5
Article 12. Governing Law ····································································· 5
Article 13. Non-Waiver ········································································· 5
Article 14. Severability ········································································· 5
Article 15. Headings ············································································ 6
Article 16. Notice ··············································································· 6
Article 17. Entire Agreement ·································································· 6
AGENCY AGREEMENT
This Agreement (“the Agreement”) is made this [DATE], by and between [AAA Inc.]
(“Agent”), a corporation duly incorporated under the laws of [Name of the Country]
with its principal place of business at [•] and [BBB Co., Ltd.] (“Company”), a
corporation duly incorporated under the laws of [Name of the Country] with its principal
place of business at [•].
WITNESSETH:
WHEREAS, the Company wishes to market [Name of Product] (“the Products”) in the
[Name of the Territory] (“the Territory”) and for such purpose enter into an agreement
with the Agent; and
WHEREAS, the Agent is willing to marker the Products in the Territory and render its
services to the Company;
Now, THEREFORE, in consideration of the mutual premises herein contained, the
Parties hereto agree as follow;
Article 1. Appointment
1.1 The Company hereby appoints the Agent and the Agent hereby accepts appointment
as the Company’s exclusive agent for the sale of the Products within the Territory on the
terms and conditions set forth herein.
1.2 The Company shall not, itself directly or through third parties, sell, distribute or
market the Products to the customers in the Territory (“the Customers”) or appoint other
representatives, agents, distributors or the like with authority to sell or lease the
Products to the Customers and the Company shall exert its best efforts and take all
necessary legal actions to cause its other distributors, agent, representative or the like
not to sell, distribute or lease, directly or through third parties, the Products to the
Customers.
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Article 2. Agent’s Duties and Responsibilities
2.1 The Agent shall explore, develop and promote the sale of the Products and shall
make good faith efforts to increase the sales of the Products within the Territory. To
achieve such purposes, the Agent will keep the Company informed of the status of the
sales progress, make recommendations and suggestions to the Company and assist and
cooperate with the Company.
Article 3. Company’s Duties and Responsibilities
3.1 The Company shall use its efforts to assist and cooperate with the Agent in
developing and promoting the sale of Products in the Territory. The Company shall, at
its expense expeditiously provide samples, sales literature, demonstration kits and any
other material, requested by the Agent necessary for the Agent’s performance of its
duties under the Agreement. The Company shall also provide any information, which
it now has or may be received by it in the future which is likely to be of interest, use, or
benefit to the Agent in relation to sales of the Products in the Territory.
Article 4. Agent soliciting Offer
4.1 The Agent shall promote sale of the Products based on the latest prices of the
Products provided by the Company.
4.2 The Agent shall, upon receipt of enquiry or offer for the Products from a Customer,
forward it to the Company, and the Company shall, within [•] days after receipt make an
offer against the enquiry or, notify the Agent whether the offer by the Customer is
accepted or not.
In the event of nonacceptance, Company shall state the reasons for the Company’s
nonacceptance of the offer.
4.3 If the Company accepts the offer by the Customer or the Customer accepts the offer
by the Company then sales contract (“Sales Contract”) of the Products shall be to have
been made.
If such notice of acceptance by the Company is not timely provided as stated
hereinabove to the Agent, the offer will, although not formally accepted, be deemed to
have been accepted by the Company and such offer will also become an Sales Contract.
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Article 5. Offer Agent
5.1 The Company hereby appoints the Agent as the Company’s offer agent and authorizes
the Agent as an offer agent to issue offer sheets on behalf of the Company to the Customers.
If the offer shall be accepted by the Customer, then Sales Contract of the Products
shall be deemed to have been made.
The Agent may, at its discretion, decline to act as an offer agent for a particular
Customer, and in such cases the Company shall appoint another offer agent.
5.2 The Agent shall issue offer sheets based on the latest prices of the Products provided
by the Company. The Agent shall not be liable for any loss or damage which may occur
from price changes of which the Agent was informed subsequent to the time the Agent
has issued an offer sheet.
Article 6. Commissions
6.1 In return for the services rendered by the Agent under the Agreement, the Company
agrees to pay commissions to the Agent in an amount equal to [•] percent of the gross
invoice value of the Products subject to Sales Contract. The Agent’s right to
commissions accrues and attaches at the time Sales Contract is made under Article 4
and 5 hereof. The Agent shall be paid its commissions in full regardless of whether
payments for the Products are received by the Company or not.
6.2 Commission shall be paid in the United States Dollars to the Agent within [•] days
after Sales Contract is made pursuant to Article 4 and 5 hereof.
6.3 The Agent’s right to commissions accrued on Sales Contract during the effective
period of the Agreement, shall survive the termination of the Agreement. In addition, for
[•] year after termination of the Agreement the Agent shall receive a commission of [•]
percent of the gross invoice value of the Products sold in the Territory by the Company
to Customers with whom Sales Contract was made during the term of the Agreement.
6.4 In case any long-term supply agreement for the Products shall be made and executed
between the Company and the Customers with assistance of the Agent which term
survive the termination of the Agreement, the Agent shall be entitled to commission of
[•] percent of the gross invoice value of the Products sold during the term of foregoing
long-term supply agreement after termination of the Agreement.
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Article 7. Indemnification
7.1 The Company shall indemnify and hold harmless the Agent against any expense,
liability, loss, claim or proceedings whatsoever arising under any statute or at common
law in respect of any loss, damage whatsoever to any property or personal injury to or
the death of any person arising out of or in the course of or caused by carrying out of the
Agreement, unless due to any intentional act or gross negligence of the Agent or of any
employee of the Agent.
Article 8. Effective Date and Duration
8.1 This Agreement shall become effective upon its execution by the parties hereto and
shall continue in force for [•] years from the execution date of the Agreement unless
earlier terminated under Article 9 hereof and shall be automatically extended for [•] year
period thereafter unless either party gives written notice of intent to terminate at least [•]
days prior to the relevant expiration of the Agreement.
Article 9. Termination
9.1 The Agreement may be terminated in any of the following cases:
A)
By mutual agreement in writing of the parties;
B)
By the non-defaulting party, in the event of default by the other party in the due
performance of its obligations under the Agreement, which default is not remedied
within [•] days after receipt of written notice of default from the non-defaulting party;
C)
By the other party, either party making an assignment for the benefit of
creditors, or being adjudged bankrupt, or insolvent, or filing any petition seeking for
itself any arrangement for dissolution and liquidation of its interests; or
D)
By either party, if a force majeure condition under Article 10 hereof makes it
unreasonable to proceed with the Agreement in the foreseeable future.
9.2 Upon termination of the Agreement, neither party shall be discharged from any
antecedent obligations or liabilities to the other party under the Agreement unless
otherwise agreed in writing by the parties.
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Article 10. Force Majeure
10.1 Neither party shall be liable to the other party for nonperformance or delay in
performance of any of its obligations under the Agreement due to war, revolution, riot,
strike or other labor dispute, fire, flood, acts of government or any other causes
reasonably beyond its control. Upon the occurrence of such a force majeure condition
the affected party shall immediately notify the other party of any further developments.
Immediately after such condition is removed, the affected party shall perform such
obligation with all due speed, subject to termination under Article 9 hereof.
Article 11. Arbitration
11.1 All disputes, controversies, or differences which may arise between the parties out
of or in relation to or in connection with the Agreement or for the breach thereof, shall
be finally settled by arbitration in [Place of Arbitration] in accordance with the
Commercial Arbitration Rules of the [Name of the Country] Commercial Arbitration
Board. The award rendered by arbitrator(s) shall be final and binding upon both parties
concerned.
Article 12. Governing Law
12.1 The validity, formation, and performance of this Agreement shall be governed by
and construed in accordance with the laws of [Name of the Country].
Article 13. Non-Waiver
13.1 No claim or right of either party under this Agreement shall be deemed to be
waived or renounced in whole or in part unless the waiver or renunciation of such claim
or right is acknowledged and confirmed in writing by such party.
Article 14. Severability
14.1 If any one or more of the provisions contained in this Agreement shall be declared
invalid, illegal or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions contained herein shall not in any
way be affected and in such case the parties hereto oblige themselves to reach the
intended purpose of the invalid provision by a new, valid and legal stipulation.
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Article 15. Headings
15.1 Headings of Articles and subsections of the Agreement are for convenience only
and shall not be used in construing the Agreement.
Article 16. Notice
16.1 Unless otherwise agreed by the parties, all notices, invoices and communications
under this Agreement shall be sent to the parties at their addresses set forth in the initial
paragraph of the Agreement. All notices shall be sent by registered airmail and where
circumstances require, notices may be sent by cable, facsimile or telex which shall be
confirmed by registered air mail.
Article 17. Entire Agreement
17.1 This Agreement constitutes the entire agreement between the parties, all prior
representations having been merged herein, and may not be modified except by a
writing signed by a duly authorized representatives of both parties.
IN WITNESS WHEREOF, the parties through their authorized representatives have
executed the Agreement as of the date first above written.
[AAA INC.]
By :
Printed Name : [•]
Title : [•]
[BBB CO., LTD.]
By :
Printed Name : [•]
Title : [•]
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