国际代理合同英文模版

International Agent Contract
Principal:
Address:
Post Code:
Tel:
Fax:
E-Mail:
Agent:
Address:
Post Code:
Tel:
Fax:
E-mail:
Contract Number:
Signature Date:
Signature Place:
CONTENTS
1 Scope of Authority: (2)
2 Rights and obligations of the Agent (2)
3 The rights and obligations of the Principal (4)
4 Non-exclusive agency /Exclusive agent (5)
5 Commission and Reimbursement (6)
6 Confidentiality and Intellectual Property Right (8)
7 Termination of this Contract (8)
8. Unconcluded business (9)
9. Damages (9)
10 Force Majeure (9)
11 Return of documents and samples (11)
12 No Partnership (11)
13 Severability (11)
14 Non-Waiver (11)
15 Governing Language (11)
16 Applicable Law (11)
17 Arbitration (11)
This Contract is made on the (month, date) of (year ) between
)
and
, located at .（hereinafter referred to as “” or “Agent”）
WHEREAS
The Principal has products and services and intends to promote these products through commercial Agent.
The Agent has the market knowledge, experience and commercial network connected to the market of .
The Principal agrees to appoi nt the Agent as it’s A exclusive; B non-exclusive Agent within the territory of for project , and the Agent agrees to accept the appointment.
In consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows:
1 Scope of Authority:
1.1Scope of Products and Service：
1.1.1 Transformer and related project;
1.1.2 Transmission line and related project;
1.1.3Substation
1.1.4
.
1.2Scope of territory: In the region of A. (country); B (region) C (region) .
1.3 Contract Term: This Contract shall be valid for years starting
from to unless terminated before the expiration date according to clause 7.
2 Rights and obligations of the Agent
2.1 The agent has the right to
2.1.1 Request for the information and document necessary to conduct the entrusted business;
2.1.2 Request for the commission when the commission is due;
2.1.3 Contact the potential clients and refer itself as the Principal’s agent;
Optional
A. Act under the Principal’s name with prior consent of the Principal in
writing;
B. Assist the Principal with its preparation and implementation for the project
contract introduced by the Agent;
C. Conduct necessary after-sales service;
D. Collect the payment of the Goods;
E. Participate the negotiation between the Principal and its potential client
introduced by the Agent if necessary.
2.2 The obligation of the Agent
2.2.1 General obligation
A. Conduct the entrusted matters diligently and cautiously;
B. Exercise its power within which is authorized by the principal and shall not go beyond the scope of his power,
C. Non-competition
Not to engage in the activities to compete directly or indirectly with the Principal’s products and service within the territory of during the contract period and years thereafter. Not to commit any act in contradiction with the purpose of this Contract.
D. Not to provide any assistance or services to any other party who provide the same or similar product and service of the Principal, not to compete with the Principal by any third party, regardless of whether or not the Agent gets profit from any such act or competition within the territory of during the contract period and years thereafter.
E．Not to assignment and sub-agent: The Agent shall not assign his right or obligation under this Contract to any third party or to recourse to sub-agents without prior consent of the Principal.
Optional:
Any products or project the Agent is entrusted to act as agent, distributor or manufacturer is disclosed in Annex 2 to this Contract.
2.2.2 Special obligation of the Agent (Optional)
A. Explore the market and find any opportunity for selecting the reliable Groups and investors willing to invest in the Products and Service the Principal provides.
B. Establish effective strategic sales plan aimed at the entrusted Goods within the Agent territory. The plan shall be updated every months or weeks and be submitted
to the Principal.
C. Report to the Principal progress of the agency every days and report promptly
of the substantial information.
D. Provide regularly substantial marketing information to the Principal, introduces the Principal to all potential clients and coming investors within the territory of , and provide help to the Principal to open the local market.
E. Provide regularly to the Principal detailed reports about the competitors’activities, about the relevant laws and Governmental regulations of the government, such as import regulations, marks, technical specifications, safety requirement, and about its discussion with the related investors.
F. Procure the Tender Documents desired by the Principal at the Principal’s cost and communicate with the Principal in time，so that the Principal obtains the authentic and detailed conditions of the owner of the project and make a proper decision.
G. Provide all types of services upon request to any delegation of the Principal
to , including but not limit to supporting the delegation of the Principal on obtaining related certificate, visas, document of approval, accommodation, and transportation.
H. Work with the Principal on all the activities related the project preparation, biding and the signing of the project contract, as well as the performance of such project contract
I. Provide his best assistance, advice and guidance on how the projects should be pursued and how to best proceed with them.
3 The rights and obligations of the Principal
3.1 The Principal is entitled to:
A．Final determination on entrusted matters, including to determine or to vary the price of Goods, to reject a proposal from the potential client;
B. Supervise and instruct the Agent’s activity;
C. Participate to deal with the entrusted business directly.
3.2 The obligations of the Agent
3.2.1 Provide to the Agent with the information and documents necessary to conduct business;
3.2.2 Pay the commission to the Agent when the conditions of payment are met;
3.2.3 Be responsible for the quality of the Goods.
4 Non-exclusive agency /Exclusive agent
Alternative A. Exclusive agent
4.1 The Principal authorizes the Agent to be the exclusive agent for____ project / area/country. The principal shall participate in the entrusted business directly or through any other person or corporation.
Alternative B. Non-exclusive agent
4.1 The Principal authorizes the Agent to be the non-exclusive agent
for project/area/country. A. The Principal is entitled to appoint other agent(s) within any of the scope of authority of this Contract B. The Principal is entitled to operate business and search for potential clients itself.
4.2 If any project introduced by the Agent had been introduced to the Principal by other agent earlier than the Agent, or the Principal had the information of such project and had substantive contacted with the owner of the project regarding pursuance of the project before the Agent’s introduction. The Principal shall give notice to the Agent in writing within days, informing the Agent of the prior introduction and substantive contact. The Agent then shall stop further action with the project unless requested by the Principal to do so.
4.3 The commission paid from the Principal to the Agent shall not cover any project introduced by other client or awarded directly to the Principal by the owner of the project.
5 Commission and Reimbursement
5.1 Commission
A. The commission is % of the price of the bidding project;
B. The commission is % of the price of the contract between the Employer and the Principal;
C. The commission is % of the price higher than the reserve price of the Principal.
D. Floating commission
% of the contract price when the project price reaches ;
% of the contract price when the project price reaches ;
% of the contract price when the project price reaches .
E Others
5.2 Payment of commission
A. Commission against the payment of contract between the client and the principal
B. in case of installment payment, commission against the received payment pro rata of the contract between the client and the principal
5.3 Payment condition of commission
5.3.1 The commission arises on the condition that the Principal wins the bid and contract is signed by and between the Principal and the Employer through the Agent’s work. If the project information of project, the information of business opportunity or an order is rejected by the Principal, no commission shall arise.
5.3.2 Minimum transaction
5.3.2.1 Within the first year of this Contract, of minimum contract price shall be guaranteed by the Agent and % increase for each year during the contract period shall be guaranteed.
5.3.2.2 The Agent shall endeavor to achieve the minimum transaction, any discrepancy on this number shall be regarded as seriously violation of this Contract and the Principal is entitled to terminate this Contract.
5.3.3 The commission to the Agent under this Contract shall be conducted and disbursed after the Principal successfully received the relevant payment from the owner of introduced project. Without the payment from the owner based on the awarded project, the Agent shall not claim any Commission payment from the Principal.
5.3.4 The Agent shall provide the invoice in conformity with the tax regulation and confirmed by the Principal.
5.3.5 Any tax, including the business tax, income tax which shall be borne by the Agent within the country of the Principal shall be deducted before the payment of commission. Any tax which shall be borne by the Principal within the country of the Principal shall not be deducted from the commission.
5.4 The time of payment of the Commission fee shall be conducted and disbursed according to the payment clause of project contract by and between the owner of introduced project and the Principal. A. Within days after the payment of the contract price received by the Principal; B in the case of installment, the Principal shall pay the agreed percentage described in clause of such contract price to the Agent accordingly.
5.5 The Agent shall assist the Principal to pursue the potential project with most favorable price. The Agent agrees that if the final awarding price of the Project is lower than the Principal reasonable expected which has been disclosed to the Agent, the Commission fee shall be decreased proportionately. Therefore, the final Commission fee shall be decided after signing the project contract by and between the owner and the Principal and the project contract coming into force.
5.6 The Commission fee to the Agent shall cover all the Agent’s cost and expenses derived out of this Contract including the Agent’s office cost within the region of_________, its staff，promotion，and traveling cost.
Optional
The Principal is entitled to deduct certain proportion of Commission fee in case the Agent fails to fulfill its liability stipulated in clause____. The amount of deducted Commission shall refer to the Commission fee breakdown listed in Annex 1.
6 Confidentiality and Intellectual Property Right
6.1 All matters relating to the Principal’s Business including, but not limited to, financing, customers (both current and potential), suppliers, providers of service, know-how, proposed transactions, legal and tax matters and any other information relating to the Principal’s Business which are not in the public domain, are deemed by the Parties, to be the Principal’s trade secrets.
6.2 The Agent shall not disclose any trade secret to any third party without the prior written authorization and instruction of the Principal during the term of this Agreement and at any time thereafter.
Any document and item with trade secrets shall be returned to the Principal upon expiration of this Contract.
6.3 If the Agent violates the confidentiality clause under this Contract, the Principal is entitled to terminate this Contract.
6.4 The Agent shall protect the intellectual property right of the Principal, including trademark, patent right and corporate name. The Agent may use the Principal’s intellectual property right only for the purpose of this Contract or with prior consent of the Principal within his authorization and the effective period of this Contract. The Agent shall not permit or transfer the right to any third party. If the Agent violates this clause, the Principal is entitled to terminate this Contract, the Agent shall bear all losses deriving out of the violation.
7 Termination of this Contract
7.1 The Principal is entitled to terminate this Contract any time before the expiration date with written notice to the Agent not less than days in advance.
7.2 The Principal is entitled to terminate this Contract under the following circumstances:
(1) The Agent acts for any third party, act for itself or act in violation of the purpose of this Contract;
(2) The Agent is negligent to fulfill his duty or abuse of his power;
(3) The Agent abuses of, infringes or discloses the intellectual property of the Principal;
(4) The Agent does not fulfill the minimum transaction amount.
Optional:
8. Optional: Unconcluded business
On the condition that any business opportunity introduced by the Agent within the Contract territory before the expiration or termination of this Contract is accepted by the Principal, and the contract is concluded within months after the expiration or termination of this contract，the Agent is entitled to a discounted commission upon consultation with the Principal on case basis.
9. Damages
9.1 If the Agent acts for any third party, act for it or act in violation of the purpose of this Contract, the Principal is entitled to % of the price of the project;
9.2 If the Agent is negligent to fulfill his duty or abuse of his power, the Principal is entitled to take out % of the price of the project and request the correction by the Agent;
9.3 If the Agent abuses of, infringes or discloses the intellectual property of the Principal, the Agent shall stop the violation immediately and pay the damage of covering % of the price of project exclusive of its liability to compensate the losses of the Principal deriving out of the violation.
9.4 If the Agent ceases to perform its liability under this contract, the Agent shall pay damages covering % of the price of project.
10 Force Majeure
10.1 Either of the parties may suspend performance of a Purchase Order during the occurrence of force majeure. For purpose of this clause, “force majeure” means an event (1)beyond the control and/or foreseeing of the Seller/Buyer; (2)which, having arisen, such party could not have avoided or overcome by all means; (3) which is not involving the Seller’s/Buyer’s fault or negligence. Such event may include wars, serious fire, flood, typhoon and earthquake and other cases agreed upon by both parties.
10.2 The Seller shall give the Buyer without undue delay notice by facsimile and shall provide to the Buyer the statement from the government or business association to certify the Force Majeure Event by registered mail.
10.3 If performance of this Contract is delayed by Force Majeure for more than days, Buyer may without any additional extension cancel all or part of this Contract
with respect to the delayed Goods.
11 Return of documents and samples
Upon expiration or termination of this Contract, the Agent shall return all advertisements, documents and samples provided by the Principal and owned by the Principal.
12 No Partnership
Nothing in this Contract shall create, or be deemed to create any partnership or the relationship of employer and employee between the parties.
13 Severability
If any provision of this Contract is or becomes void or unenforceable by force or operation of law to any extent or in any application, all other provisions shall not be affected thereby and shall continue in effect and application to its fullest extent.
14 Non-Waiver
Failure by a Party to exercise any of its rights, powers or remedies hereunder or
its delay to do so will not constitute a waiver of those rights, powers or remedies. No waiver of any default hereunder by either party or any failure to enforce any right hereunder shall be deemed to constitute a waiver of any subsequent default with respect to the same or any other provisions hereof.
15 Governing Language
A. This Contract shall be executed in A. English and Chinese in copies each;
B. Chinese and in copies each. In case of discrepancy between the two versions, the version shall prevail. All correspondence and other documents pertaining to this Contract which are exchanged by the parties shall be written in , unless otherwise agreed by the parties.
16 Applicable Law
The Contract shall be governed and construed by the laws of A. the PRC; B. .
17 Arbitration
17.1 All disputes arising from the execution of or in connection with the Contract shall be settled through friendly consultation between both parties. In case no
agreement can be reached through consultation within days of commencement of
such consultation, the dispute shall be submitted for arbitration.
Alternative A
17.2 The arbitration shall be conducted by China International Economic and Trade Arbitration Commission (CIETAC) Beijing in accordance with its arbitration rules/ procedures. The arbitration language shall be Chinese.
17.3 The arbitration shall take place in A Beijing；B. . The language used in arbitration shall be A. English; B. Chinese.
Alternative B
17.1 All disputes arising from the execution of or in connection with the Contract shall be submitted to ICC International Court of Arbitration for arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC"). Three arbitrators shall be appointed to settle the dispute.
1.2 The arbitration shall take place in .The language used in arbitration shall be English.
Alternative C
17.1 All disputes arising from the execution of or in connection with the Contract shall be brought up to Singapore International Arbitration Centre and be settled in accordance with its rule.
17.2 The arbitration shall take place in Singapore. The language used in arbitration shall be English.
Alternative D
17.1 Any dispute, controversy or claim arising from the execution of or in connection with the Contract, including but not limited to breach of contract, validity of this Contract and/or termination of this Contract shall be submitted to Hong Kong International Arbitration Center in accordance with its currently valid HKIAC administered Arbitration Rules. The arbitration shall take place in Hong Kong.
17.2 Three arbitrators shall be appointed and the language used in arbitration shall be English.
17.3 The arbitration award shall be final and binding on both parties.
17.4 or 17.5 In the course of arbitration, the Contract shall be continuously
executed except the part which is under arbitration.
This Contract comes into effective on the date of signature.
SIGNATURE PAGE (Company name)
Legal Representative: Authorized agent: (Company name)
Legal Representative: Authorized agent:。