Agency Agreement 跨国代理商代理合作协议英文范本.docx

1、Agency Agreement 跨国代理商代理合作协议英文范本AGENCY AGREEMENT Issue 01 BetweenA Company (Short as A) add : * hereinafter referred to as the Principal andB Company ,(Short as B) add: * hereinafter referred to as the Agent / Distributor Now therefore, in consideration of the premises and the mutual agreements and

2、covenants herein contained, the parties hereto hereby covenant and agree as follows: 1. Agent / Distributors PositionAs of February 1st 2017 the Agent / Distributor, as independent area representative, shall assume the sole agency for the Principal in the following territory: (Sichuan, Chongqing, Sh

3、anghai, Jiangsu, Zhejiang, Yunnan all products and services provided by A) (hereinafter referred to as the territory) The Principal may not enter into dealings with the clients in this Territory itself. For the duration of the Agreement the Principal undertakes to refrain from any business dealings

4、with any clients or potential clients in the Territory without the prior consent of the Agent / Distributor.From time to time the Agent / Distributors business dealings may take them beyond the agreed territories; this will be agreed on a case by case basis prior to this taking place.Clients or pote

5、ntial clients which directly contact the Principal shall be redirected to the Agent / Distributor. Written requests as well as all other correspondence shall be forwarded to the Agent / Distributor immediately. The Agent / Distributor is entitled to engage support staff or sub-agents to assist it in

6、 its activities without this causing the Principal to be contractually obliged. The Agent / Distributor shall ensure that any such assistant personnel observe the obligations set out in this Agreement. The Agent / Distributor is liable for the default of his support staff or sub-agents to the same e

7、xtent as it is liable for actual fault. The Agent / Distributors objective / target is to develop substantial new business for the agreed products.From time to time the Agent / Distributor may need to obtain the assistance of Sub Agents / Distributors; this is acceptable subject to agreement with th

8、e principle.On some occasions Chinese customers may place orders direct with the Agent / Distributor having used the principles prices. Where this occur the Agent / Distributor will be treated as a customer.2. Agent / Distributors AuthorityThe Agent / Distributor shall negotiate sales contracts for

9、the Principal. The Agent / Distributor is not authorised to represent the Principal contractually or to collect client payments therefore. The Agent / Distributor may only carry out independent business transactions with the prior consent of the Principal. 3. SubjectThe Agent / Distributor shall car

10、ry out its activities with respect to all products sold by the Principal, including any future products, as well as to all other services offered by the Principal. 4. Duties of the Agent / DistributorThe Agent shall protect the interests of the Principal, keep it informed as necessary and carry out

11、its activities with the prudence of a responsible business person. The Agent / Distributor shall observe the market, make enquiries as to sales possibilities and promote the Principals products. They shall observe any directions and guidelines which may be applicable issued by the Principal. In issu

12、ing instructions to the Agent / Distributor the Principal will respect the Agent / Distributors independent status. In particular, it is the Agent / Distributors duty, a) to develop new business contacts and consult the clients regularly. In this respect the Agent / Distributor shall observe the Pri

13、ncipals standards with regard to the intensity of customer care and the frequency of visits. b) to observe the commercial and legal relationship of the clients, immediately inform the Principal of any changes in the legal relationship or management of the clients as well as any doubts with regard to

14、 credit-worthiness, and to assist the Principal in any investigation regarding ability to pay. With respect to each new client the Agent / Distributor shall itself carry out a credit check. c) to saAuard the Principals client data base handed over on commencement of this Agreement and to keep it up

15、to date. d) not to exploit or disclose to third parties any trade secrets confided to it or known to it through its activities. This shall also be applicable after termination of this Agreement. e) to observe the Principals general terms of business and/or delivery as well as price lists insofar as

16、the Principal has not, in individual cases, consented to special conditions in writing. The Agent / Distributor shall regularly report to the Principal, as set out below, with regard to client contacts, efforts with respect to the agency, market conditions and other information of importance to the

17、Principal. The Agent / distributor shall use the forms provided by the Principal for this purpose where required to do so. The Principal is entitled to stipulate the type, content and frequency of such reports and furthermore may request such information from the Agent at any time. -Monthly report-C

18、ustomer visit reports-Biannual meeting (in UK & China)-Sales forecast informationThe Agent / Distributor shall inform the Principal of every business dealing without delay by submitting the order form signed by the client and shall continue to keep the Principal up-to-date with developments by forwa

19、rding copies of correspondence. At the request of the Principal the Agent / Distributor is obliged to attend specialist trade fairs at which the Principal is represented as well as to attend working conferences. On termination of this Agreement the Agent / Distributor shall immediately return all do

20、cuments and materials in its possession which belong to the Principal, in particular client files, correspondence with the clients, EDP client data and objects that the Agent / Distributor received from third parties for the Principal in the course of its activities. 5. Duties of the PrincipalThe Pr

21、incipal shall provide the Agent with the following materials necessary to carry out its activities: -documents regarding the Principals delivery and service programmes-product descriptions, manuals etc, -advertising and demonstration material, -price lists & quotations -order forms with the terms an

22、d conditions of business. All material shall remain the property of the Principal and the Principal may require the return of such material insofar as it has not been used appropriately. On continuation of the contractual relationship this may be requested only in return for more up-to-date material

23、. The Principal shall support the Agent / Distributor to its best abilities in carrying out its activities and shall always supply it with the required information and data. Required information includes details regarding intended and enforced changes to price, delivery or service programmes as well

24、 as planned co-operation and mergers with other companies. The Principal is obliged to process the client request for quotation and orders forwarded to it by the Agent / Distributor quickly and to confirm the order without delay. If the Principal is concerned about accepting an order from a client i

25、t shall inform the Agent / Distributor of this immediately and provide the Agent / Distributor with an opportunity to comment. The Principal shall inform the Agent / Distributor without delay of the acceptance or refusal of any business dealing arranged by the Agent / DistributorThe Principal shall

26、inform the Agent / Distributor in an appropriate manner of any negotiations or planned or concluded dealings with clients or potential clients within the Agent / Distributors Territory, which arose without the Agent / Distributors involvement, and the Principal must turn the client or potential clie

27、nt over to the Agent /Distributor. If the Principal intends in the future to conduct business dealings to an extent which is considerably less than can be expected, or if it assumes that developments (e.g. in the market or the financial situation of the Principal etc) shall force this to happen, it

28、shall inform the Agent / Distributor hereof immediately. The Agent / Distributor shall be informed three months ahead of any intended sale of the Principals company. 6. Competition BanDuring the term of this Agreement the Agent / Distributor may not enter into direct or indirect competition on its o

29、wn or for anothers account to the disadvantage of the Principal, nor may it prepare such competitive activities, without the Principals written consent. The Agent / Distributor may not, itself or through third party competing firms that manufacture or market the same or similar products, represent,

30、itself or through a third party directly or indirectly participate in, or otherwise benefit such firms. This is also applicable to the managing director and shareholders of the Agent / Distributor if the Agent / Distributor is a company. Where applicable the Agent / Distributor must ensure that this

31、 competition ban is observed by these people by concluding corresponding agreements. 7. RemunerationThe Agent / Distributor shall receive commission, % to be agreed on a order by order basis for business dealings developed by the Agent / Distributor during the term of this Agreement with clients in

32、the Agent / Distributors Territory, payable upon paid invoices received by the principle from customers and clients.Commission is payable on new orders only listed in the appendices, commission is not payable on existing contracts.The commission shall be calculated from paid invoices, without value added tax, minus certain ancillary costs (transportation, customs, packaging etc.), quantity volume discounts and discounts for long-standing clients. Commission will be worked out by the principle on a monthly basis and paid to the Agent / Distributor 14 working