AGENCY AGREEMENT
This Agency Agreement is made this day of ……… 2005, by
and between ……….LTD, a…… company whose registered office is at
........................................, (hereinafter called the “Principal”),
and ....................., a …………………. company whose registered office is at
............................................, (hereinafter called
"Agent").
WHEREAS
– The
Principal means to take advantage itself of an agent, to the aim of the
promotion and of the sale of the own products, as more better it lists to you
in attachment " A", which are cookers and other products included in
the attachment
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IL CONTRATTO È INCOMPLETO, A RICHIESTA
SARÀ INVIATA UNA COPIA COMPLETA (artt.17
ss Cod.Deont.) STUDIO
MISURACA,
& Associati/Associates
Studio Legale Law Firm Il contratto manca di molte
clausole, lo studio legale SMAF invia su gentile richiesta una completa copia
a titolo di prestazione professionale a pagamento ex artt.17
ss. Cod. Deont. Forense / The
contract has missing clauses; please, consider SMAF
law firm allowed to send a you a payable copy according to Italian Forensic
Deontology Code. |
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foretold one and the lists of
Principal.
– Principal
is interested to the formation of a relationship of commercial agency with
Agent and Agent is interested to promote and to sell the products of Principal
in the territory of ......... and other countries of South ........., like more
better described in attachment
"B" and hereinafter simply called "Territory".
The Parties
agree as follows:
ART.
1: OBJECT - EXCLUSIVE
1.1 This Contract
is a commercial and sole exclusive agency, but Agent doesn’t act on behalf of
Principal.
1.2 Agent pledges, behind commission, to
permanently promote the sale of the products on behalf and in the interest of Principal,
but the sales will not be considered entered into without the approval of
Principal.
1.3
Considering the market conditions, the choices of market politic or particular
business requirements of Principal, the latter reserves the right to make
whichever variation to the directory of the products mentioned in the
attachment "A", including herein any modification, substitution or
deletion from the catalogue of the products. In case of modification of such
directory, Principal reserves the right to fix commission rates other than from
this Contract and/or to assign to an other agent the sole exclusive agency of
these new products.
1.4 Agent undertakes the
obligation to pay the better collaboration to the Principal’s employees, who are
in the Territory, without requesting fees or special compensations. Agent
pledges to give upon request of the customers every information on the sale and
payment conditions, also to inform Principal on the developments and evolutions
of the market and on the enforced laws in the Territory. Agent shall give to
the Principal all useful information for the performance of business, which she
will acquire independently from its fulfillment.
1.5 The invoicing will be carried out directly from
Principal, which directly provides to the collection, unless Agent is
previously authorized to payments acceptation on behalf of Principal. In any
case, arising any dispute for payments, Agent is authorized and obliged to take
care of all not deferrable provisions for the safeguard of the interests of
Principal, particularly in order to avoid losses. the It’s expressly excluded
any compensation with presumed or effective credits of Agent towards Principal.
1.6 Agent is forbidden to directly or indirectly
exercise, on its own or in a company or on behalf of third parties, both in the
Territory and outside, the activity of agent for other principals and/or the
production and commerce of the products or of similar products or in
competition to those are in the object of this Contract. Also Principal cannot
employ other agents in the same territory.
1.7 In case of breach, wholly or partially, of the
exclusive obligation assumed by Agent, according to previous clause n. 1.6,
Principal has the right to immediately terminate this Contract, without prior
notice, unless compensation of suffered damages.
1.8 Agent is
free to promote not concurrent products, previously informing the Principal,
unless such activity prejudges any obligation of this Contract.
1.9 The Principal shall not grant to any third party
the right to represent or market the Products within the Territory.
1.10 However, the Principal shall be entitled to deal directly, without
Agent's intervention, with customers situated in the Territory. In respect of such sales Agent shall be
entitled to the commission provided in this Contract.
1.11 Agent will have to carry out at least 4 travels per year in the
Territory in the periods established from Principal (unless act of God).
1.12 The premises and the attachments are an essential part of this
Contract.
ART. 2: TERRITORY AND PRODUCTS
2.1
The Principal appoints Agent, who accepts, to promote the sale of shoes
produced by the Principal (hereinafter called "the Products") in the following
territory: ......... and other countries of ……… (hereinafter called "the
Territory").
2.2
The Principal may modify the Territory depending on the state of the market,
the commercial policy and for improved area coverage.
2.3
Under no circumstances may Agent carry out its activities related to the
Products in zones which are not included within the limits of the
Territory. If this should occur, Agent
will not be entitled to any commission.
ART. 3: DUTIES OF THE PARTIES
3.1 Agent
shall use its best efforts to promote, in accordance with the Principal's
reasonable instructions, the sale of the Products in the Territory and to
protect the Principal’s interests with the diligence of a responsible
businessman.
3.2 Agent shall
transmit to the Principal the offers or orders received by it. The Principal may accept or reject such
offers or orders. Agent has no authority
to make Contracts on behalf of or in any way to bind the Principal towards
third parties.
3.3 When
negotiating with the customers Agent shall strictly comply with the Contractual
provisions indicated to it by the Principal, particularly terms and conditions
of sale, delivery and payment, possible negotiation margins and discounts. It is agreed that any agreement Agent may
reach with a client with regard to a particular transaction will not bind the
Principal, but will be incorporated in an order to be transmitted by Agent to
the Principal. Whenever negotiations
cannot be effectively carried out or concluded by Agent (e.g. because the
customer asks for conditions other than those which Agent is authorized to
offer, or the deal involves technical aspects which Agent is not authorized to
or is unable to discuss) Agent shall immediately inform the Principal thereof
and the latter will decide which steps to take.
3.4 The
Principal shall provide Agent with the documentation and information necessary
for the performance of Agent’s activities.
3.5 The
Principal shall inform Agent without delay of its decision to accept or to
refuse an order transmitted to it.
ART. 4: CONFIDENTIAL INFORMATION
4.1 Agent shall maintain
the secret on every news regarding the activity or the corporate structure of
Principal, or other classified news, also after the termination of this
Contract, of that being responsible Agent, also for the conduct of own
collaborators or dependent.
4.2 Agent shall not
reveal either during the duration of the Contract or after its termination the
Principal's trade or commercial secrets or other confidential information that
have come to Agent’s knowledge through its activities as agent for the
Principal, and Agent agrees not to use such secrets or confidential information
for purposes other than those of this Contract.
4.3 Any breach of these
obligations entitles the Principal to immediately terminate this Contract,
unless compensation of suffered damages.
ART. 5: TRADEMERKS AND DISTINGUISHING SIGNS
5.1 Agent shall use marks, names or other distinguishing
signs of Principal to the exclusive aim to identify and to advertise the
products, during its activity as Agent of Principal, being meant that such use
shall be in the exclusive interest of this last one.
5.2 Agent pledges not to register, neither to deposit, in
the Territory or elsewhere, marks, names or distinguishing signs of Principal,
nor to deposit, neither to make to deposit eventual marks, names or
distinguishing signs, which are similar to those of Principal.
5.3 The right of Agent to use marks, names and/or
distinguishing signs of Principal immediately stops with the termination or
maturity or cancellation, for whichever cause,
of this Contract.
................................
The Principal Agent
...................................
...................................
Agent
declares that it approves specifically the following clauses of this Contract:
Art.............. - ..............
Art.............. - ..............
Art.............. -
..............
Agent
________________________
