独 家 代 理 协 议
Exclusive Agency Agreement
This agreement is made and entered into by and between the parties concerned on ___________ (Date) in ________ (Place) on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:
- The Parties Concerned
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the Commodity stipulated in Article 3 from customers in the Territory stipulated in Article 4, and Party B accepts and assumes such appointment.
- Territory: In _Korea_
- Price and Payment
The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A’s final confirmation.
Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A, which shall reach Party A 30 days before the date of shipment.
- Market Report
In order to keep Party A well informed of the prevailing market conditions, Party B shall supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the Commodity covered by this agreement, local market tendency and the buyer’s comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply Party A with quotations and advertising materials on similar products of other suppliers.
- Advertising and Expenses
Party A shall bear all expenses for advertising and publicity in connection with the Commodity in Korea within the validity of this agreement, and shall submit to Party A all audio and video materials intended for advertising for prior approval of Party A.
Party A shall pay Party B a commission of_____% on the invoiced selling price on all orders directly obtained by Party B and accepted by party A. For each order, Party A shall paid the commission to Party B within _____days from the date Party A receives the full payment for such order.
- Industrial Property Rights
Party B may use the trade-marks owned by Party A for the sale of the Commodity covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Commodity shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter’s rights.
- Validity of Agreement
This agreement, when duly signed by the both parties concerned, shall remain effect for _____ months from ________ (date) to ________ (date), and it shall be extended for another ____months upon expiration unless notice in writing is given to the contrary.
During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
- Force Majeure
Either party shall not be responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relevant party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter shall send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
- Dispute Resolution
Any dispute arising from or in connection with this agreement shall first be attempted to be resolved through discussions and consultations between the Parties in good faith. If the dispute remains unresolved upon expiration of 30 days after written notice has been sent by one Party to the other Party, the dispute shall be submitted to China International Economic and Trade Arbitration Commission, Shanghai Sub-Commission for arbitration, which shall be conducted in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both Parties.
This agreement is made in both Chinese. In the event of any discrepancy between the two versions, the Chinese version shall prevail.
- Governing Law
This agreement shall be governed, construed and interpreted in accordance with the laws of the People’s Republic of China.
The parties have executed this Exclusive Agency Agreement on the date first written above.
Authorized Representative: Yao Yaun
Party B: [ ]