媒介代理商协议纯英文版

1、文档来源为：从网络收集整理.word版本可编辑.欢迎下载支持Agent AgreementThis Age nt Agreeme nt is made betwee n , a corporati on duly orga ni zed andexist ing un der the laws of with offices at(here in after referred to as Party A)and China Henan XinxiangKeji Co. Ltd, (hereinafter referred t o as P“rty B ”)，a corporation duly

2、 organized and existing under the laws of the People Republic of China with offices at Room 2507, Floor 25, Buildi ng 2, 99-1, Jin gsa n Rd., Zhe ngzhou, China.This Agreeme nt is sig ned on.1. Appo in tme nt)enu merated inParty A hereby appo ints Party B as its sales age nt, and Party B hereby accep

3、ts such appo in tme nt. Party B will be Party A s sales age nt to the products (the“ ProductsAppe ndix 1 attached hereto and in corporated here in by referen ce, to which Products may be added or deleted from time to time with the mutual consent of Party A and Party B.2. TerritoryTerritory shall mea

4、n Mainland China,.3. Rights and Obligations of Party A3.1 Party A agrees to employ diligent efforts to support Party B s sales efforts, including without implied limitation the following:1) Party A shall authorize Party B to explore new clients through signed copy of Authorizatio n;2) Train Party B

5、safe force on product capabilities and keep Party B in formed of product specificatio n, releva nt tech ni cal sta ndards and the developme nt of new products and capabilities;3) Notify Party B promptly of all price cha nges;4) Party B accepts and processes customer orders in the ordinary course of

6、bus in ess;5) Ship products in a commercially reas on able manner to Party B.3.2 Party A agrees to keep the Party B advised of new prospect, sales pla n and objectives for its market; provide Party B with in formative and advisory materials about the bus in ess practices to be followed; support Part

7、y B with commercial and tech ni cal data and in formati on.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 certa in item

8、s so that Party B may con duct some marketi ng and promotio n activity in the Territory to in crease 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 resp on sible for the warra n

9、ty and product liability and shall indemnify Party B from any loss arising from warranty or product liability and Party A shall compe nsate 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-

10、distributor(s) shall be supervised by Party B. Party A shall grant Party B with the right to decide Party B Sown age nt system and prices.3.7 In order to expa nd market in Territory more effectively, Party A shall keep the competitive ness of the product with high quality.4. Rights and Obligations o

11、f Party B4.1 Party B is a compa ny en gaged in import & export bus in ess in all in dustries and will usediligent efforts to promote the sale of Party A Products in Territory.4.2 Party A agrees to maintain an adequate sales organizationParty A s products in the assignedterritory. Party B shall mai n

12、tai n active con tacts with the customers, to keep Party A fully in formedof all governmen tal, commercial, and in dustrial activities and pla ns that could affect the sale in the assigned territory. Party B shall provide market information to Party A; to recommend improvements to sales plans, assis

13、t in developing sales strategy and clarify customers product requirements. Party B shall transmit, on request, proposals and technical data to customers, in terpret customer inq uiries, requireme nts, attitudes and to assist in con tract n egotiatio ns. Party B is resp on sible for the com muni cati

14、 on betwee n Party A and customers.s requiremer4.3 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 solicitati on. All clauses listed on the orders shall

15、 be con siste nt with Party Acase of incon siste ncy, Party A reserves the right to reject, modify or can cel any order.4.4 In soliciting orders, Party B shall adequately advise customers of the general terms and con diti ons of Party A as well as the fact that any con tract being subject to the con

16、 firmati on of accepta nce by Party A. Party B shall immediately dispatch any order received to Party A for its accepta nce or reject ion.4.5 In order to keep party A well in formed of the prevail ing market con diti ons, Party B shallunder Party A s requirement provide Party A with market report co

17、ncerning import and sales of the products, local market tendency and the buyer s comryepacoag3pjarice, etc. of thegoods supplied by Party A un der this agreeme nt.4.6 Party B shall reserve the right to leave Party B s con tact in formatio n while promot ing products in Territory.5. Advertisement and

18、 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 reas on able qua ntity of advertis ing leaflets, products samples, brochures and other materials as Age nt may reas on ably require.

19、5.2 During mutual cooperation, Party A and Party B shall undertake all the expenses for advertiseme nt and promoti on activity in conn ecti on with the products in questi on in Territory. The details may be discussed by Party A and Party B afterwards.6. Cooperati on ModeParty A and Party B shall det

20、erm ine the mode of cooperati on upon agreeme nt. In case Party A n eeds to appo int one pers on in charge, releva nt details and costs shall be con firmed in Appe ndix 2 Special Provisi ons.7. In specti on and Accepta ncePromptly upon the receipt of a shipme nt of Products, Party B shall exam ine t

21、he shipme nt to determine whether any item or items included in the shipment are in short supply, defective or damaged. With indays of receipt of the shipme nt, Party B shall no tify Party A in writte nform of any shortages, defects or damage, which Party B claims existed at the time of delivery. Wi

22、thin days after the receipt of such notice, Party A shall investigate the claim ofshortages, defects or damage, inform Party B of its findin gs, and deliver to Party B Products to replace any which, Party A determ in es, were in short supply, defective or damaged at the time of delivery.8. In dustri

23、al Property Rights文档来源为：从网络收集整理.word版本可编辑.欢迎下载支持Party B may use the trade - mark(s) of Party A during the effective period of this Agreement only in connection with the sale of products, the effective period of this Agreement, Party A may use the trade - mark(s) connection with the sale of Products

24、held by it in stock at the timeoftermination. Party B shall also acknowledge that any and all patents, trade - marks, copyright and other industrial property rights used or embodied in products shall remain to be sole properties of Party A and shall not dispute them in any way. If any infringement b

25、eing found, Party B shall promptly notify Party A and assist Party A to take steps to protect its right.9. Infringement IndemnificationParty A agrees to indemnify and hold Party B harmless from any and all loss, cost, expense, damage and liability, including attorney feess, arising out of the infrin

26、gement of third party intellectual property rights resulting from the sale of Party A s products throughParty 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 Ser

27、vice10.1 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 addit

28、ional, the products shall satisfy the quality inspection standard in Party B s 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 guarant

29、ee 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 in

30、formation, 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 e

31、ither 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 Par

32、ty B s 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 A s corporate image causing losses for Party A s reputation an

33、d 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

34、 the terms and conditions herein. Any breachshall be settled in accordanee with related laws and regulations of both countries. As regards the breach due to Force Mejeure or cha nge of n ati on al laws and regulati ons, both parties shall settle the breach through mutual n egotiati on.13. DurationTh

35、is Agreeme nt shall become effective on and after the date of sig ning and con ti nue to be effective up to mon ths after effective date. At the end of mon ths after the effective datemen ti on ed, the term of this Agreeme nt may be exte nded up through mutual n egotiatio n.14. Termin ati onIn case

36、there is any nonperformanee and/or violation of the 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 questi on as prompt and amicable as possible to mutual satisfacti on. In case th

37、e disputes rema ined un solved within days after the breach ing party received writte nnotification, the other party shall have the right to cancel this agreement without written notification to the breaching party.15. Modificatio nsThis Agreeme nt supersedes all prior agreeme nts and un dersta ndin

38、gs betwee n the parties and may not be cha nged or term in ated orally, and no cha nge, term in ati on or attempted waiver of any of the provisi ons hereof shall be binding uni ess in writ ing and sig ned by the party aga inst whom the same is sought to be en forced.16. Force MajeureEither party sha

39、ll not be resp on sible for failure or delay to perform all or any party agreeme nt due to to flood, fire, earthquake, drought, war or any other events which could not be predicted, con trolled, avoided, or overcome by the the relative party. However, the party affected by the event of Force Majeure

40、 shall inform the other party of its occurre nee in writi ng as soon as possible and thereafter sends a certificate of the event issued by the releva nt authorities to the other party withindays after its occurre nee.17. ArbitrationAny dispute arising from or in connection with this Agreement shall

41、be submitted to the Chi na Intern ati onal Econo mic and Trade Arbitrati on Commissi on for arbitrati on which shall be con ducted in accorda nce with the Commissi ons arbitrati on rules in effect at the time of appl ying for arbitration in City of Zhengzhou, China. The arbitrary award is final and binding upon both parties.18. Miscella neous18.1 If any provision of the Agreement is held illegal, invalid or unenforceable, then