媒介代理商协议纯英文版.doc

Agent AgreementThis Agent Agreement is made between , a corporation duly organized and existing under the laws of with offices at _(hereinafter referred to as Party A) and China Henan XinxiangKeji Co. Ltd. (hereinafter referred to as “Party B”), a corporation duly organized and existing under the laws of the Peoples Republic of China with offices at Room 2507, Floor 25, Building 2, 99-1, Jingsan Rd., Zhengzhou, China.This Agreement is signed on _. 1. AppointmentParty A hereby appoints Party B as its sales agent, and Party B hereby accepts such appointment. Party B will be Party As sales agent to the products (the “Products”) enumerated in Appendix 1 attached hereto and incorporated herein by reference, to which Products may be added or deleted from time to time with the mutual consent of Party A and Party B.2. Territory Territory shall mean Mainland China, _.3. Rights and Obligations of Party A3.1 Party A agrees to employ diligent efforts to support Party Bs sales efforts, including without implied limitation the following:1) Party A shall authorize Party B to explore new clients through signed copy of Authorization; 2) Train Party Bs sale force on product capabilities and keep Party B informed of product specification, relevant technical standards and the development of new products and capabilities;3) Notify Party B promptly of all price changes; 4) Party B accepts and processes customer orders in the ordinary course of business; 5) Ship products in a commercially reasonable manner to Party B.3.2 Party A agrees to keep the Party B advised of new prospect, sales plan and objectives for its market; provide Party B with informative and advisory materials about the business practices to be followed; support Party B with commercial and technical data and information.3.3 Party A shall guarantee the quality of Product to the buyers and consumers of Product in Territory at all times in order to maintain the good reputation and good will of Party A. 3.4 Party A agrees to offer special prices on certain items so that Party B may conduct some marketing and promotion activity in the Territory to increase products sales. 3.5 In case Party B needs a re-found or change of the damaged goods caused by Party A, the charges of delivery shall be borne by Party A. Party A shall be responsible for the warranty and product liability and shall indemnify Party B from any loss arising from warranty or product liability and Party A shall compensate Party B any loss immediately.3.6 Party A agrees to authorize Party B in written form that Party B may look for sub-distributor(s) in Territory and that the sub-distributor(s) shall be supervised by Party B. Party A shall grant Party B with the right to decide Party Bs own agent system and prices. 3.7 In order to expand market in Territory more effectively, Party A shall keep the competitiveness of the product with high quality. 4. Rights and Obligations of Party B4.1 Party B is a company engaged in import & export business in all industries and will use diligent efforts to promote the sale of Party As Products in Territory. 4.2 Party A agrees to maintain an adequate sales organization Party As products in the assigned territory. Party B shall maintain active contacts with the customers, to keep Party A fully informed of all governmental, commercial, and industrial activities and plans that could affect the sale in the assigned territory. Party B shall provide market information to Party A; to recommend improvements to sales plans, assist in developing sales strategy and clarify customers product requirements. Party B shall transmit, on request, proposals and technical data to customers, interpret customer inquiries, requirements, attitudes and to assist in contract negotiations. Party B is responsible for the communication between Party A and customers. 4.3 Party B will solicit all orders in the name of Party A, subject to the written approval and acceptance by Party A, at such sales prices as may be established and shall prevail at the time of such solicitation. All clauses listed on the orders shall be consistent with Party As requirement. In case of inconsistency, Party A reserves the right to reject, modify or cancel any order. 4.4 In soliciting orders, Party B shall adequately advise customers of the general terms and conditions of Party A as well as the fact that any contract being subject to the confirmation of acceptance by Party A. Party B shall immediately dispatch any order received to Party A for its acceptance or rejection. 4.5 InordertokeeppartyAwellinformedoftheprevailingmarketconditions,PartyBshall under Party As requirement provide Party A with market report concerning import and sales of the products, local market tendency and the buyers comments on quality, package, price, etc. of the goods supplied by Party A under this agreement. 4.6 Party B shall reserve the right to leave Party Bs contact information while promoting products in Territory. 5. Advertisement and Expenses5.1 Party B shall diligently and adequately advertise and promote the sale of products throughout Territory. Party A shall provide without charge Party B with reasonable quantity of advertising leaflets, products samples, brochures and other materials as Agentmayreasonablyrequire. 5.2 During mutual cooperation, Party A and Party B shall undertake all the expenses for advertisement and promotion activity in connection with the products in question in Territory. The details may be discussed by Party A and Party B afterwards. 6. Cooperation ModeParty A and Party B shall determine the mode of cooperation upon agreement. In case Party A needs to appoint one person in charge, relevant details and costs shall be confirmed in Appendix 2 Special Provisions.7. Inspection and AcceptancePromptly upon the receipt of a shipment of Products, Party B shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within _ days of receipt of the shipment, Party B shall notify Party A in written form of any shortages, defects or damage, which Party B claims existed at the time of delivery. Within _ days after the receipt of such notice, Party A shall investigate the claim of shortages, defects or damage, inform Party B of its findings, and deliver to Party B Products to replace any which, Party A determines, were in short supply, defective or damaged at the time of delivery. 8.IndustrialPropertyRightsParty B may use the trade-mark(s)of Party A during theeffectiveperiodofthisAgreement only in connection with the sale of products, theeffectiveperiodofthisAgreement, Party A may usethetrade-mark(s)connectionwiththesaleofProductsheldbyitinstockatthetime of termination.Party B shallalsoacknowledgethatanyandallpatents,trade-marks,copyright and other industrial property rights used orembodiedinproductsshallremaintobesolepropertiesof Party A and shall not disputetheminanyway. If any infringementbeingfound,Party B shall promptlynotify Party A and assist Party A to take steps to protect its right. 9. Infringement Indemnification Party A agrees to indemnify and hold Party B harmless from any and all loss, cost, expense, damage and liability, including attorneys fees, arising out of the infringement of third party intellectual property rights resulting from the sale of Party As products through Party B. Party B is free from the liability of the infringement. Party B may assist Party A to conduct coordination work between Party A and the third party. 10. Quality Warranty and After-sale Service10.1 Party A pledges that the products offered to Party B are guaranteed with good quality. Party A shall conduct production strictly in compliance with the quality standards regulated by national supervision department and ensure that the products are qualified after strict inspection. In additional, the products shall satisfy the quality inspection standard in Party Bs country. Products that satisfy the standard of such third party as European Union is preferable. Products that satisfy the quality standard regulated by Party B is favorable as well. 10.2 Within the product quality guarantee period, in case that quality-related problem occurred, Party B shall reserve the right to have free change of the products. All expenses thus incurred shall be borne by Party A. 11. Confidential InformationParty A and Party B shall each receive and maintain in confidence any and all proprietary information, trade secrets or other know-how belonging to the other. Both parties shall keep confidential information from disclosing and is liable for indemnifying the other party for all losses related to the disclosure of confidential information which is intentionally or negligently disclosed by either of the two parties. This article shall be automatically invalid upon the termination or expiration of this Agreement. 12. Liability for Breach12.1 Party A shall constitute a breach in case any of the following occurs:1) Delay delivery;2) Fail to supply sufficient products or fail to satisfy Party Bs demand for three consecutive months;3) Directly communicate with customers within the Territory;12.2 Party B shall constitute a breach in case any of the following occurs:1) Delay payment;2) Conduct activities that prejudice Party As corporate image causing losses for Party As reputation and economic benefits.12.3 During the performance of the agreement, in case that Party A delays delivery or that Party B delays payment, except that both parties agree with exemption, the parties in question shall undertake the liability of breach. 12.4 Part A and Party B agree and are consent with all the terms and conditions herein. Any breach shall be settled in accordance with related laws and regulations of both countries. As regards the breach due to Force Mejeure or change of national laws and regulations, both parties shall settle the breach through mutual negotiation. 13. DurationThis Agreement shall become effective on and after the date of signing and continue to be effective up to months after effective date. At the end of months after the effective date mentioned, the term of this Agreement may be extended up through mutual negotiation. 14. TerminationIncasethereisanynonperformanceand/orviolationofthe terms and conditions under this Agreement by either party during the effective period of this agreement, the parties hereto shall do their best to settle the matter in question as prompt and amicable as possible to mutual satisfaction. In case the disputes remained unsolved within days after the breaching party received written notification, the other party shall have the right to cancel this agreement without written notification to the breaching party. 15. ModificationsThis Agreement supersedes all prior agreements and understandings between the parties and may not be changed or terminated orally, and no change, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.16. ForceMajeureEitherpartyshallnot be responsibleforfailure or delay to perform all or any party agreement due to toflood,fire,earthquake,drought,waroranyothereventswhich could not be predicted, controlled, avoided, or overcome by the therelativeparty.However,thepartyaffected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter sends a certificate of the event issued by the relevant authorities to the other party within days after its occurrence. 17.ArbitrationAny dispute arising from or in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration which shall be conducted in accordance with the Commissions arbitration rules in effect at the time of applying for arbitration in City of Zhengzhou, China. The arbitrary award is final and binding upon both parties. 18. Miscellaneous 18.1 If any provision