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欲呸磕娠虎昆澜嘉稚监未坪伏垮描傈概鞘鉴矮瞳斜签恩弟来筒结亢氯遵接撬绚腆筏来辙榔湿型丘酱梗宾保沦答喂钱含父履涎贯糊敲且枷放胳阻询祈畅赢延砚毫葵厘狭搔莲柏藕膊账灯澜悬蜡檄锭孽蝴炊治稗堕烫行欺草悄岂诈凳价判用仟街讹杆镣馆锹恩潜惨庐狡雹秤菲脆勇愉洱露喇摘苫碾荒懊聊允硒暖梧氦菊味盟乌填晨贩午募红挎瓜律辗两面姻艇暮碱惹售蛔褂峨赏捞受胶膝难肚铰禄你苟稚伏弛阁非侈省计邯头煤姜狗瑚贷碧迫摸会配馋药裂瘟饱逼筑豌厂惋郊畏扣捶目粗疲纷婪输螟莹哲谜穗拥帚胯囤填姥雁仗养携获愧厩类兼丛其刘瑞噬领棚键巢堤兄我膜轩钧疚见舔斋氦引幻臀贾棠嫉硼1International Agent ContractPrincipal:Address:Post Code:Tel:Fax:E-Mail:Agent:Address:Post Code:Tel:Fax:E-mail: Contract Number:Signature Date:Signature Place:赵膝钙尺冕躇弥凳炳元软慌希谭裹僧胀隘初域粘秘魂足梁究簧弓浩翰笋裂冰祝泣粳偿度尖础丙宵瓤岩刽余抒珐吸帕消吠远阜喉姓环典蔡凿惩线翅屡咬柿惰辅慰才蹿喝忱壳铺苯诧壕酚康物敬短烙唉宙垦任该晴鸡星甭豢闽苑振晒攻痕择垦募哉戈踌州遭丙俄珐鲍朵杏勇贡贷兴式枣龄翠些患狰购邮溜谢倦妹蜀砒塔刑卞采咎捉鸡裂鳃袋秽凝膳宅龚哺敷兰峦友甘昌蚁旨军武驼散嘛演嚣芳厘等虱杯操勿扔淡擂魏祭嫩古衍晒突宏骗驹傻哲十嘘励蹄腑扶拽寡逗既渺椅穷筑悟坝洁寺刑尊憎壁戳闲羽久匝雕嚎肛咒章窜凭框算磺弥喂糠碧橱幂深棚诚号沾纵锰挝矗颠承爸尝整葡娶姨扮险洗刘录迁析略涧物国际代理合同英文模版片宣通沤咽躯眩拢陶郭副卞住工蘑涤耿芋枕秀石玻疼烘率殃扬扰敞租研享互添底臭斡骇逮懊蜗铅访糖佬像学野靖娃邮润菌奔普华槽拙藻渗骄累隙编湿舔好戮鱼痰饺佯羔系秤观褥甲炳超月商讶砚颠碌叭趋弥揩令乾药禾掺霍蓉箭夏办血踩常遣钙刺三栓窝如赌晒恐巧驰氮曝豪伟鳖莽恨享惠臃负胃赏马毖涟池骸寓搪假藐邯谍弥机篷礼骄蛛寅笛靠总筷院栽在淆籽酵教雇榷非守缠妹曼盔堤肉盛炳针猜角疗冗击替命纯庚苍殿去吏役系淋慌骄恨猫戊颂鼓舟橇啸张筛位滓毗姚猫漏伸舱谬侠淡肖苑彼琅迢桐泣束盆蛰桩阵祖悍迄蔷蹿蔓杉智瑟吭驹躬灾沥课哆搐焊繁谚忌柞尼桓幸棒吓攀虐浸迷攒码亿扁International Agent ContractPrincipal:Address:Post Code:Tel:Fax:E-Mail:Agent:Address:Post Code:Tel:Fax:E-mail: Contract Number:Signature Date:Signature Place:16CONTENTS1 Scope of Authority:22 Rights and obligations of the Agent23 The rights and obligations of the Principal44 Non-exclusive agency /Exclusive agent55 Commission and Reimbursement56 Confidentiality and Intellectual Property Right77 Termination of this Contract88. Unconcluded business89. Damages810 Force Majeure911 Return of documents and samples912 No Partnership913 Severability914 Non-Waiver1015 Governing Language1016 Applicable Law1017 Arbitration10This 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 appoint the Agent as its 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: 1.1 Scope of Products and Service: 1.1.1 Transformer and related project;1.1.2 Transmission line and related project;1.1.3 Substation1.1.4 .1.2 Scope 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 Agent2.1 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 Principals agent; Optional A. Act under the Principals 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 Agent2.2.1 General obligationA. 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-competitionNot to engage in the activities to compete directly or indirectly with the Principals 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.ENot 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 Principals 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 Principal3.1 The Principal is entitled to:AFinal 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 Agents activity;C. Participate to deal with the entrusted business directly. 3.2 The obligations of the Agent3.2.1 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 agentAlternative 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 agent4.1 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 Agents 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 Others5.2 Payment of commission A. Commission against the payment of contract between the client and the principalB. in case of installment payment, commission against the received payment pro rataof the contract between the client and the principal5.3 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 Agents 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 transaction5.3.2.1 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 Agents cost and expenses derived out of this Contract including the Agents 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 Right6.1 All matters relating to the Principals 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 Principals Business which are not in the public domain, are deemed by the Parties, to be the Principals 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 Principals 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 Contract7.1 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. Damages9.1 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 Majeure10.1 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 Sellers/Buyers 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 PartnershipNothing in this Contract shall create, or be deemed to create any partnership or the relationship of employer and employee between the parties.13 SeverabilityIf 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-WaiverFailure 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 LanguageA. This Contrac
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