国际代理合同英文模版

1、Intern ati onal Agent Con tractCon tract Number:Sig natureDate:Sig naturePlace:Prin cipal:Address:PostCode:Tel:Fax:E-Mail:Age nt:Address:PostCode:Tel:Fax:E-mail:CONTENTS1 Scopeof Authority: 22 Rights and obligations of the Agent23 The rights andobligations of thePrincipal 44 Non-exclusiveagency/Excl

2、usive agent55 Commission and Reimbursement56 Confidentiality and Intellectual Property Right 77 Termination of this Contract 88.Unconcluded business89.Damages810 Force Majeure 911 Return of documentsand samples912 No Partnership913 Severability 914 Non-Waiver1015 Governing Language1016 Applicable La

3、w 1017 Arbitration 10This Contractis madeonthe (month, date) of (year) between)and,locatedat.(here in afterreferredto as “” or “ Age nt)WHEREASThe Prin cipal has products and services a nd inten ds to promote these products through commercial Agent.The Age nt has the market kno wledge, experie nee a

4、nd commercial n etwork connectedto the market of .The Prin cipal agreesto appo in t the Age nt as it As exclusive; B non -exclusive Age nt within the territory of for project, and the Agent agreestoacceptthe appo in tme nt.In con siderati on of the mutual cove nan tsa nd agreeme ntshere in contain e

5、d, the Partieshereby agreeas follows:1 Scopeof Authority:1.1 Scopeof Productsa ndService：1.1.1 Transformerand related project;1.1.2 Transmission line and related project;1.1.3 Substation1.1.4 1.2 Scopeof territory: In the region of A. (country); B (region) C (region).1.3 Con tractTerm:This Con tract

6、 shall bevalid foryears starti ngfrom to uni ess term in ated before the expirati on dateaccordingto clause7.2 Rights a nd obligati on sof the Age nt2.1 The agenthasthe right to2.1.1 Request for the in formati on and docume nt n ecessaryto con duct the en trustedbus in ess;2.1.2Requestfor thecommiss

7、ionwhenthecommission is due;2.1.3C on tact the pote ntial clie nts and refer itself asthe Prin cipal age nt;Opti onalA. Act under the Principal name with prior consentof the Principal in writi ng;B. Assist the Principal with its preparationandimplementationfor the project con tract i ntroducedby the

8、Age nt;C. Con duct n ecessaryafter-salesservice;D. Collect thepayme nt of theGoods;E. Participate the negotiation between the Principal and its potential client in troduced by the Age nt if n ecessary.2.2 Theobligation of theAgent2.2.1 Gen eralobligatio nA. Con duct thee ntrustedmattersdilige ntly a

9、nd cautiously;B. Exercise its power with in which is authorized by the prin cipal an d shall not go bey on dthescopeof his power,C. Non-competitionNot to en gage in the activities to compete directly or in directly with the Prin cipal products and service within the territory of duri ng the con trac

10、tperiod a nd years thereafter. Not to commit an y act in con tradicti on with the purposeof this Con tract.D. Not to provide any assistanceor services to any other party who provide thesameor similar product a nd service of the Prin cipal, not to competewith the Prin cipal by any third party, regard

11、lessof whether or not theAge nt gets profit from any such act or competiti on with in the territory of duri ng the con tract period andyearsthereafter.E. Not to assig nmentand sub-age nt: The Age nt shall not assig n his right or obligati on un der this Con tract to any third party or to recourseto

12、sub-age nts without prior consentof the Principal.Opti on al:Any products or project the Age nt is en trusted to act as age nt, distributor or manu factureris disclosed i n Annex 2 to this Con tract.222 Special obligation of the Age nt (Optio nal)A. Explore the market a nd find any opport unity for

13、select in gthe reliable Groups and investorswilling to investin theProductsand Servicethe Principal provides.B. Establish effective strategic salesplan aimed at the entrustedGoodswithin theAge nt territory. The pla n shall be updated everymon ths orweeks and besubmittedto the Principal.C. Report to

14、the Principal progress of the agency every days and report promptly of thesubstantialinformation.D. Provide regularly substantial marketing information to the Principal,in troduces the Prin cipal to all pote ntial clie nts and coming inv estors with in the territory of, and provide help to the Princ

15、ipal to openthe local market.E. Provide regularly to the Principal detailed reports about the competitors activities, about the releva nt laws and Gover nmen tal regulati ons of the government, such as import regulations, marks, technical specifications, safety requireme nt, and about its discussi o

16、n with the related inv estors.F. Procurethe TenderDocumentsdesiredby the Principal at the Principal cost and com muni cate with the Prin cipal in time, so that the Prin cipal obta ins the authentic and detailed conditions of the owner of the project and make a proper decisi on.G. Provide all typesof

17、 servicesup on requestto any delegati onof the Prin cipal toincluding but not limit to supporting the delegation of the Principal on obtaining relatedcertificate, visas,documentof approval,accommodation,andtransportation.H. Work with the Principal on all the activities related the project preparatio

18、n, bid ing and the sig ning of the project con tract, as well as the performa nee of such project con tractI. Provide his bestassistanceadviceandguidanceon how the projects should be pursuedand how to bestproceedwith them.3 The rights and obligations of the Principal3.1 The Principal is entitled to:

19、A. Final determ in atio n on en trusted matters, i nclud ing to determ in e or to vary the price of Goods, to reject a proposal from the potential client;B. Supervisea ndin struct the Age nt activity;C. Participateto deal with thee ntrustedbus in essdirectly.3.2 The obligati ons of the Age nt3.2.1 P

20、rovide to the Age nt with the in formatio n and docume nts n ecessaryto con duct bus in ess;3.2.2 Pay the commissi on to the Age nt whe n the con diti ons of payme ntare met;3.2.3 Be responsiblefor the quality of the Goods.4 Non -exclusiveage ncy/Exclusive age ntAlter native A. Exclusive age nt4.1 T

21、he Prin cipal authorizesthe Age nt to be the exclusive agentforproject /area/co un try. The prin cipal shall participate in the en trusted bus in ess directly or through any other personor corporation.Alter native B. Non-exclusive age nt4.1 The Pri ncipal authorizesthe Age nt to be the non -exclusiv

22、e age ntfor project/area/country.A. The Principal is entitled to appoint otherage nt(s)withi n any of the scope of authority of this Con tract B. The Prin cipal is entitled to operatebusinessandsearchfor potential clients itself.4.2 If any project introduced by the Agent had beenintroduced to the Pr

23、incipal byother age ntearliertha n the Age nt, or the Prin cipal hadthe in formati on of such project and had substantivecontacted with the owner of the project regarding pursuanceof the project before the Agent ctroduction. The Principal shall give notice to the Age nt in writi ng within days, i nf

24、ormin g the Age nt of the prior i ntroduct ion andsubsta ntivecon tact. The Age nt the n shall stop further action with the project uni ess requestedby the Principal to do so.4.3 The commissi on paid from the Prin cipal to the Age nt shall not cover any project in troduced by other clie nt or awarde

25、d directly to the Prin cipal by the own er of the project.5 Commissionand Reimbursement5.1 Commissio nA. The commissionis% of theprice of thebidding project;B. The commissi on is% of the price of the con tract betwee nthe Employeran dthePri ncipal;C. The commissi on is% of the price higher tha n the

26、 reserve price of thePrin cipal.D. Floati ng commissi on% of the con tract price whe n the project price reaches ;% of the con tract price whe n the project price reaches ;% of the con tract price whe n the project price reachesE Others5.2 Payme ntof commissi onA. Commissio n aga inst the payme nt o

27、f con tract betwee n the clie nt and theprin cipalB. in caseof installment payment,commission againstthe received paymentprorata of the con tract betwee nthe clie nt an dthe prin cipal5.3 Payme ntcon diti on of commissi on5.3.1 The commissi on arises o n the con diti on that the Prin cipal wins the

28、bid and con tract is sig nedby a nd betwee nthe Prin cipal an dthe Employer through the Age nt s work. If the project in formatio n of project, the in formatio n of bus in essopport unity or an order is rejected by the Prin cipal, no commissi on shall arise.5.3.2 Minimum transaction5.3.2.1 Within th

29、e firstyear of this Con tract,of minimum con tract priceshall be guara nteedby the Age nt and % in creasefor eachyearduri ng the con tract period shall beguaranteed.5.322 The Age nt shall en deavorto achieve the minimum tran sact ion, any discrepa ncyon this nu mber shall be regardedas seriously vio

30、lati on of this Con tract an dthePri ncipal is en titled to termi natethis Con tract.5.3.3 The commissi on to the Age nt un der this Con tract shall be con ducteda nd disbursed after the Prin cipal successfully received the releva nt payme nt from the owner of introduced project. Without the payment

31、 from the owner based on the awarded project, the Age nt shall not claim any Commissio n payme nt from the Prin cipal.5.3.4 The Age nt shall provide the inv oice in con formity with the tax regulati on and con firmed by the Prin cipal.5.3.5 A ny tax, in cludi ng the bus in esstax, in come tax which

32、shall be born eby the Age nt with in the country of the Prin cipal shall be deducted before the payme nt of commissi on. Any tax which shall be born eby the Prin cipal with in the co untry of the Prin cipal shall not be deductedfrom the commissi on.5.4 The time of payme nt of the Commissi on fee sha

33、ll bec on ducteda nd disbursedaccord ing to the payme nt clause of project con tract by and betwee n the owner of in troduced project and the Prin cipal. A. With in days after the payme nt of the con tract price received by the Prin cipal; B in the caseof in stallme nt, the Prin cipal shall pay the

34、agreedperce ntagedescribedi n clauseof suchc on tract price to theAge nt accordi ngly.5.5 The Age nt shall assistthe Prin cipal to pursuethe pote ntial project with most favorable price. The Age nt agreesthat if the final award ing price of the Project is lower tha nthe Prin cipal reas on ableexpect

35、edwhich hasbee ndisclosedto the Age nt, the Commission fee shall be decreased proportionately. Therefore, the final Commissio n fee shall be decidedafter sig ning the project con tract by and betwee nthe own era ndthePri ncipal an dthe project co ntractcomi ng into force.5.6 The Commissi on fee to t

36、he Age nt shall cover all the Agent cost andexpe nsesderived out of this Con tract in clud ing the Age nt office cost with in the region of,its staff, promotion, and traveling cost.Opti onalThe Principal is entitled to deduct certain proportion of Commission fee in case the Age nt fails to fulfill i

37、ts liability stipulated in clause.The am oun tof deductedCommission shall refer to the Commission fee breakdown listed in Annex 1.6 Con fide ntiality and In tellectual Property Right6.1 All mattersrelating to the Principal Businessincluding, but not limited to, financing, customers (both current and

38、 potential), suppliers, providers of service, know-how, proposed transactions,legal and tax matters and any other information relating to the Principal Businesswhich arenot in the public domain, aredeemedby the Parties,to be the Principal trade secrets.6.2 The Age nt shall not disclose a ny trade se

39、cretto any third party without the prior written authorization and instruction of the Principal during the term of this Agreeme ntand ata nytime thereafter.Any documentand item with tradesecretsshall be returnedto the Principal upon expiratio n of this Con tract.6.3 If the Age nt violates the con fi

40、de ntiality clause un der this Con tract, the Prin cipal is en titled to termi natethis Con tract.6.4 The Age nt shall protect the in tellectual property right of the Prin cipal, in clud ing trademark, pate nt right and corporate n ame. The Agent may use the Prin cipal intellectual property right on

41、ly for the purpose of this Con tract or with prior consen tof the Prin cipal with in his authorizatio nan dthe effective period of this Con tract. The Age nt shall not permit or tran sfer the right to any third party. If the Age nt violates this clause, the Prin cipal is en titled to termi nate this

42、 Con tract, the Age nt shall bearall lossesderiv ing out of theviolati on.7 Termi natio no f this Co ntract7.1 The Prin cipal is en titled to termi nate this Con tract any time before theexpiration datewith written notice to the Agent not lessthandaysin advanee.7.2 The Prin cipal is en titled to ter

43、mi nate this Con tract un der the followi ng circumsta nces:(1) The Age nt acts for any third party, act for itself or act in violatio n of the purposeof this Con tract;(2) The Age nt is n eglige nt to fulfill his duty or abuseof his power;(3) The Age nt abusesof, i nfrin ges or discloses the in tel

44、lectual property of the Prin cipal;(4) The Age nt does not fulfill the minimum tran sacti onamount.Opti on al:8. Optio nal: Uncon cludedbus in essOn the con diti on that any bus in essopport un ity in troduced by the Age nt within the C on tract territory beforethe expirati on or term in ati on of t

45、his Con tract is accepted by the Prin cipal, and the con tractis con cluded with inmon ths after the expirati onor term in atio n of this con tract, the Age nt is en titled to a disco un ted commissi on upon consultation with the Principal on casebasis.9. Damages9.1 If the Age nt acts for any third

46、party, act for it or act in violati on of thepurposeof this Contract,the Principal is entitled to% of the price of the project;9.2 If the Age nt is n eglige nt to fulfill his duty or abuseof his power,the Prin cipalis en titled to take out% of the price of the project and requestthe correct ion by t

47、heAge nt;9.3 If the Age nt abusesof, i nfrin ges or disclosesthe in tellectual property of the Prin cipal, the Age nt shall stop the violati on immediately and pay the damage of covering_% of the price of project exclusive of its liability to compensatethe losses of the Principal deriving out of the

48、violation.9.4 If the Age nt ceasesto perform its liability un derthis con tract, the Age nt shallpay damagescovering% of the price of project.10 ForceMajeure10.1 Either of the parties may suspendperformanceof a PurchaseOrder during the occurrenceof force majeure. For purposeof this clause, “ forcena

49、jeure ”eansan eve nt (1)bey on dthe con trol an d/or foresee in gof the Seller/Buyer; (2)which, hav ing arisen,such party could not have avoided or overcomeby all means;(3) which is not inv olvi ng the Seller s/Buyefiaiilt sor n eglige nee. Such eve nt may in clude wars, serious fire, flood, typho o

50、n and earthquake a nd other cases agreed up on by both parties.10.2The Seller shall give the Buyer without unduedelaynotice by facsimile and shall provide to the Buyer the stateme ntfrom the gover nmen tor bus in essassociatio n to certify the Force Majeure Eve nt by registeredmail.10.3 If performa

51、nceof this Con tract is delayed by Force Majeure for more tha n days, Buyer may without any additi onal exte nsioncan cel all or part of this Con tract with respectto the delayed Goods.11 Return of documentsand samplesUpon expiratio n or term in ati on of this Con tract, the Age nt shall return all

52、advertisements,documentsand samplesprovided by the Principal and owned by the Prin cipal.12 No PartnershipNothi ng in this Con tract shall create, or be deemedto create a ny part nershipor the relati on ship of employera nd employeebetwee nthe parties.13 SeverabilityIf any provisi on of this Con tra

53、ct is or becomesvoid or unen forceableby force or operation of law to any extent or in any application, all other provisions shall not be affectedtherebyandshall continue in effect and application to its fullest extent.14 Non-WaiverFailure by a Party to exercise any of its rights, powers or remedies

54、hereunderor its delay to do so will not constitute a waiver of those rights, powers or remedies. No waiver of any default hereunderby either party or any failure to enforce any right hereundershall be deemed to constitute a waiver of any subsequentdefault with respectto thesameorany other provisions

55、 hereof.15 Governing LanguageA. This Con tract shall beexecutedi n A. En glish and Chineseincopieseach;B. Chinese andincopies each. In case of discrepa ncybetwee n the twoversions,the version shall prevail. All correspondenceand other documentsperta ining to this Con tract which are excha ngedby the

56、 parties shall be writte n in ,uniessotherwise agreedby the parties.16 Applicable LawTheC on tract shall be gover neda ndcon struedby the laws of A. the PRC; B.17 Arbitration17.1 All disputesaris ing from the executi on of or in conn ecti on with the Con tract shall be settled through friendly consu

57、ltation between both parties. In case no agreementcan be reachedthrough consultation within days of commencementof suchconsultation,thedisputeshall besubmittedfor arbitration.Alter native A17.2 The arbitrati on shall be con ducted by China Intern ati onal Econo mica nd Trade Arbitration Commission (CIETAC) Beijing in accordancewith its arbitration rules/ procedures.The arbitrati on Ian guageshall be Ch in ese.17.3