THIS AGREEMENT is made by
and between _____________________
____________________
("Principal") located at __________________
____________________ and
_______________________________________
("Agent"),
located at___________________________________________ _______________________________.
In
consideration of the mutual covenants and promises contained in this Agreement
as set forth below, the Principal and the Agent agree as follows:
Article 1. Legal Status of the Parties.
Section
1.1. Legal Status of the Principal. The Principal is duly organized, validly
existing, and in good standing under the laws of the State of
_____________________ with the power to
own property and carry on its business as it is now being conducted.
Section
1.2. Legal Status of the Agent. The Agent
is a(n)
________________________________________ having a primary place of
business at _______________________________________________.
Section 1.3. Company Business. The Principal is engaged in the business of
manufacturing
and selling________________________
_________________________________. The Agent declares that the Agent possesses
the financial and physical resources to promote the sale and use of the
products of the Principal and desires to develop a demand for and sell such
products as authorized in this Agreement.
The Principal desires the Agent to develop a demand for and sell its
products on the terms and conditions set forth in this Agreement.
Article 2. Agency.
Section 2.1. Exclusive Appointment.
a.
The Principal appoints the
Agent as exclusive sales representative for the sale of its products within the
following territory:
This
territory may be subsequently enlarged, reduced, or changed in area with the
mutual consent of the parties.
b.
During the continuance of
this Agreement, the Principal shall not appoint any other person, firm, or
corporation to sell the same
products in the territory.
c.
Except as the Principal may
subsequently authorize in writing, the Agent shall not sell any of the
Principal's products outside of the territory.
Section 2.2. Products Covered.
a.
The products of the
Principal covered by this Agreement are those which it and its subsidiaries
manufacture and sell under the following trade names:
b.
If any products that the
Principal may hereafter manufacture and sell may be in conflict with or
competitive to the products of other manufacturers then being distributed by
the Agent, the Agent reserves the right by written notice to the Principal to
exclude such of the Principal's products from the scope of this Agreement and
to consent to their sale by others in the
territory covered.
Section 2.3. Compensation.
a.
The Principal shall pay to
the Agent as compensation for his/her services a commission of
_______________________ percent (_______%) of the net invoice value of all
shipments of its products to any part of his/her territory for which the
Principal shall have received payment.
"Net invoice value" is defined as the gross invoice amount,
less any returns, and allowances. The
Principal shall pay the commissions on the ___________ day of each month for all shipments paid for
during the preceding calendar month.
b.
If this Agreement shall
terminate for any reason whatsoever, the Principal shall pay the Agent a full
commission for orders solicited by the Agent and accepted by the Principal
prior to the effective date of such termination, regardless of when shipments
are made or invoices rendered.
Article 3. Operations.
Section
3.1. Quotations. In obtaining sales of the Principal's
products, the Agent shall quote only the prices and terms listed in the
Principal's published price lists or as approved in writing by the Principal.
Section
3.2. Forwarding and Acceptance of
Orders. The Agent shall forward all
orders promptly to the Principal and each order shall be subject to the
Principal's acceptance. Upon acceptance,
the Principal shall forward to the Agent a copy of the invoice acknowledging
acceptance of the order and the delivery dates of the ordered products. The Principal shall not unreasonably withhold
acceptance of any order. However, the
Principal does reserve the right to reject any order solicited by the Agent for
any valid good faith business reason which in the considered judgment of the
Principal is sufficient grounds for rejection.
Section 3.3. Invoices and Collections. All invoices in connection with orders
solicited by the Agent shall be sent by the Principal, direct to the customer,
with a copy to the Agent. The Principal
is responsible for all collections and bad debts. The Principal also exercises complete control
over the approval of all customers credits, orders, and contracts. The Principal shall have no right to debit
the Agent for the loss of any sum involved in any invoice from the Principal to
the customer, unless that customer is the Agent. The Agent shall forward promptly to the
Principal all
payments
which the Agent may collect from customers of the Principal. Furthermore, the Agent shall make no
allowances or adjustments in accounts, or authorize the return of any products,
unless given specific advance authorization, in writing, by the Principal.
Section
3.4. Authority to Employ
Salespeople. The Agent shall have full
authority to employ such salespersons at such compensation and on such other
conditions as the Agent deems proper to sell the products of the Principal in
the territory. The contract which the
Agent makes with such salespeople shall contain a provision that the
salespeople are the employees of the Agent and are to be paid by him/her alone
and, that in employing the salespeople, the Agent is acting individually and
not as an agent for the Principal.
Section 3.5. Payment of Expenses. The Agent shall assume and pay all the costs
of conducting the sales agency, including commissions or other compensation to
salespeople in the Agent's employ.
Section 3.6. Samples and Advertising Matter. The Principal at its own expense shall
furnish the Agent a reasonable supply of samples and marketing and sales
literature, such as brochures, technical data sheets, catalogues, etc. Sample cases are the exclusive property of
the Principal and, on termination of this Agreement, the Agent shall return
them to the Principal at the Principal's expense.
Section 3.7. Supplies and Deliveries. The Principal shall maintain sufficient
inventory and supplies to enable it to promptly deliver all orders solicited by
the Agent. The Principal shall furnish
to the Agent information relating to the delivery of the products as is
reasonable required in the interest of the customer. Section 3.8. Assistance in Training. The Principal shall reasonably a.) render
advice to the Agent in connection with the Agent's soliciting orders, b.)
familiarize the Agent with the operation of the products, and c.) render
assistance to the Agent in training any of the Agent's employees or
representatives in connection with soliciting orders.
Section 3.9. Availability of Information. During the term of this Agreement, the
Principal shall, at its expense, promptly make available to the Agent and to
customers solicited by the Agent, copies of the Principal's brochures, customer
lists, forms of orders and contracts, and other information reasonable
necessary for the Agent's performance under this Agreement.
Section 3.10. Product Warranty. The Principal shall furnish to each customer
solicited by the Agent, the Principal's "Standard Warranty" covering
the products.
This
Standard Warranty shall contain a statement to the effect that no one is
authorized to make any warranty or representation other than as set forth in
the Standard Warranty, and that the customer may not rely on any other warranty
or representation. The Principal shall
be solely responsible for the design, development, supply, production, and
performance of the products for which orders are solicited under this Agreement
and for the protection of its trade names.
The Principal assumes all responsibility for all liabilities and
expenses relating to the products. The
Principal shall hold the Agent harmless from, and indemnify the Agent for, all
liability, loss, costs, expenses, or damages however caused by reason of any
products or any act or omission of the Principal which may result from the sale
or distribution of the products by the Agent.
No warranty of any nature as to any of the products shall run from the
Principal to the Agent.
Section 3.11. Handling of Inquires. The Principal shall promptly forward to the
Agent the original of all product inquiries received by the Principal from
potential or actual customers within the territory, for the Agent's attention
and handling, along with a copy of any acknowledgment the Principal may desire
to forward to the inquirer. The
Principal shall make available to the Agent such information as may be
reasonably required by the Agent to enable it to process the inquiry.
Section 3.12. Shipment Reports. The Principal shall furnish to the Agent at
the Agent's address for receiving notices, not later than the
_______________________(______) day of each calendar month, a list indicating
by customer name and products, the shipment(s) of products, invoices rendered
for the products, and acceptance and rejection of orders during the immediately
preceding calendar month. These
"Shipments Reports" shall be certified by an authorized officer of
the Principal and shall be subject to an
audit
by public accountants selected by the Agent at its expense, not more frequently
than once each calendar quarter.
Section 3.13. Selling Effort. The Agent shall use reasonable best efforts
to solicit orders in the territory.
During the entire term of this Agreement, the Agent shall have the right
to promote, solicit orders for, sell, and/or otherwise market other goods,
equipment, and/or services manufactured or supplied by persons or firms other
than the Principal. However, if these
other products compete directly or indirectly with the Principal's products, the
Agent shall first obtain the prior written approval of the Principal with
respect to representing these other products.
Article 4. Termination.
Section 4.1. Grounds.
a.
Either party may terminate
this Agreement by written notice to the other party on the occurrence of any of
the following events:
(1) There
shall be a substantial failure by the other party to perform one or more of its
obligations under this Agreement which shall not have been cured within
____________________ (_____) days after written notice specifying the nature of
such failure.
(2) The
other party shall make a general assignment for the benefit of creditors.
(3) A
receiver of all or substantially all of the property of the other party shall
be appointed.
(4)
The other party shall become
or be declared insolvent.
(5) The
other party shall file any petition in bankruptcy or shall be adjudged a
bankrupt.
(6)
Sale of the business of
either party.
(7)
Death or incapacity of
either party (if the party is an individual).
b.
Both parties may terminate
this Agreement by mutual consent. Such
termination shall take effect on a date mutually agreed upon by both parties.
Section 4.2. Applicability of Terms after
Termination. In the event of
termination, this Agreement shall remain applicable to any orders for products
which the Agent has previously placed and to any other orders which may be
executed within _________________ (_____) days subsequent to the effective date
of termination.
Article 5. General Provisions.
Section 5.1. Effect of Partial Invalidity. The invalidity of any portion of this
Agreement shall not affect the validity of any other provision. In the event that any provision of this
Agreement is held to be invalid, the parties agree that the remaining
provisions shall remain in full force and effect.
Section 5.2. Entire Agreement. This Agreement contains the complete
Agreement between the parties and shall supersede all other agreements, either
oral or written, between the parties. The
parties stipulate that neither of them has made any representations except as
are specifically set forth in this Agreement and each of the parties
acknowledges that they have relied on their own judgment in entering into this
Agreement.
Section 5.3. Assignment.
Neither party to this Agreement may assign their rights under this
Agreement unless the other party so consents to the assignment in writing.
Section 5.4. Notices.
All notices, requests, demands, and other communications shall be in
writing and shall be given by registered or certified mail, postage prepaid, to
the addresses shown on the first page of this Agreement, or to such subsequent
addresses as the parties shall so designate in writing.
Section
5.5. Governing Law
The laws of the State of
_______________ shall govern this Agreement
Section 5.6. Attorney's Fees
Should
any action be commenced between the parties to this Agreement concerning the
matters set forth in this Agreement or the rights and duties of either in
relation thereto, the prevailing party in such action shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum as and for
its Attorney's Fees and Cost.
Section 5.7. Arbitration and Venue
Any
controversy arising out of or relating to this Agreement or any modification or
extension thereof, including any claim for damages and/or recession, shall be
settled by arbitration in
_____________County,
______________(state) in accordance with the Commercial Arbitration
Rules of the American Arbitration
Association
before one arbitrator. The arbitrator sitting in any such controversy shall
have no power to alter or modify any express provisions of this Agreement or to
render any reward which by its terms effects any such alteration, or
modification. The parties consent to the jurisdiction of the Superior Court
of _________(state), and of the United
States District Court for the _________
District of _________(state) for all
purposes in connection with such arbitration including the entry of judgment on
any award. The parties consent that any process or notice of motion or other
application to either of said courts, and any paper in connection with
arbitration, may be served by certified mail or the equivalent, return receipt
requested, or by personal service or in such manner as may be permissible under
the rules of the applicable court or arbitration tribunal, provided a
reasonable time for appearance is allowed. The parties further agree that arbitration
proceedings must be instituted within one year after the claimed breach
occurred, and that such failure to institute arbitration proceedings within
such period shall constitute an absolute bar or the institution of any
proceedings and a waiver of all claims. This section shall survive the
termination of this Agreement.
Section 5.8. Amendment.
Any modification, amendment or change of this Agreement will be
effective only if it is in a writing signed by both Partners.
Section 5.9. Headings.
The titles to the paragraphs of this Agreement are solely for the
convenience of the Partners and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF,
the parties have executed this Agreement on this ____________________ day of _____________________, 20___.
AGENT: PRINCIPAL:
__________________________________
______________________________
(Company name) (Company name)
By:______________________________
By:____________________________
(Signature) (Signature)
__________________________________
______________________________
(Typed or printed name) (Typed or printed name)
Its:______________________________
Its:___________________________
(Title) (Title)
0 Comments
Thank you for your response. It will help us to improve in the future.