独家代理协议英文版

独家代理协议英文版
Exclusive Agency Agreement
This Exclusive Agency Agreement ("Agreement") is made and entered into on [Date] by and between [Party A], a [legal entity] organized under the laws of [Country/Region/Province], with its principal place of business at [Address], and [Party B], a [legal entity] organized under the laws of [Country/Region/Province], with its principal place of business at [Address].
WHEREAS, [Party A] desires to appoint [Party B] as its exclusive agent for the sale and distribution of [product/service] in [Territory];
WHEREAS, [Party B] desires to accept the appointment as exclusive agent for the sale and distribution of [product/service] in [Territory];
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties agree as follows:
1. Appointment[Party A] appoints [Party B] as its exclusive agent for the sale and distribution of [product/service] in [Territory] during the term of this Agreement.
2. TerritoryThe Territory covered by this Agreement shall be [Territory]. [Party B] shall have the exclusive right to sell and distribute [product/service] in this Territory.
3. TermThis Agreement shall commence on [Date] and shall continue until [Date] (the "Term").
4. Obligations of [Party B](a) [Party B] shall use its best efforts to promote the sale and distribution of [product/service] in the Territory.(b) [Party B] shall maintain an adequate inventory of [product/service] in the Territory to meet the demand of customers.(c) [Party B] shall promptly forward all orders to [Party A] for shipment.(d) [Party B] shall promptly pay for all products ordered from [Party A].(e) [Party B] shall not market, sell, or distribute products that compete with [product/service] during the Term.
5. Obligations of [Party A](a) [Party A] shall provide [Party B] with [product/service] at competitive prices on a regular basis during the Term.(b) [Party A] shall provide [Party B] with adequate training, support, and marketing materials to help promote [product/service].(c) [Party A] shall provide timely delivery of all products ordered by [Party B].
6. Intellectual Property(a) [Party A] shall retain all right, title, and interest in and to its intellectual property, including but not limited to trademarks, trade names, patents, and copyrights.(b) [Party B] shall not acquire any rights to use [Party A]'s intellectual
property except as authorized in writing by [Party A] during the Term.
7. Confidentiality(a) [Party B] shall keep confidential and not disclose to any third party any and all information belonging to or concerning [Party A].(b) [Party B] shall return to [Party A], at the end of the Term, all confidential information provided by [Party A] during the Term.
8. Force MajeureNeither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to, acts of God, war, riot, terrorism, labor strikes, or government regulations.
9. Termination(a) Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement.(b) [Party A] may terminate this Agreement upon written notice to [Party B] if [Party B] fails to maintain an adequate inventory of [product/service] in the Territory or fails to pay for products ordered from [Party A].(c) [Party B] may terminate this Agreement upon [Number] days' written notice to [Party A] with or without cause.
10. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of
[Country/Region/Province]. Any legal action arising under this Agreement shall be brought in the courts of
[Country/Region/Province].
11. Entire AgreementThis Agreement sets forth the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties with respect to the subject matter hereof. This Agreement may not be amended except in writing signed by both parties.
12. EffectivenessThis Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Party A]By: ________________________Name:
______________________Title: _______________________
[Party B]By: ________________________Name:
______________________Title: _______________________。