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Sales Agency Agreement

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Sales Agency Agreement

THIS AGREEMENT is made on ________.

Parties

(i) ________ of:

________

(the Principal); and

(ii) ________ of:

________

(the Agent).


A Interpretation

1. In this agreement, unless the context clearly indicates another intention:

a) reference to one gender includes all other genders;

b) reference to the singular includes the plural and vice versa;

c) reference to a clause, schedule or party is a reference to a clause of or a schedule or party to this agreement;

d) obligations undertaken by more than a single person or company are joint and several obligations;

e) reference to a statutory provision is a reference to that provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision;

f) reference to a document is a reference to that document as from time to time supplemented or varied;

g) reference to writing includes fax, e-mail and similar means of communication;

h) a number of days shall be reckoned exclusively of the first day and inclusively of the last day unless the last day falls on a day that is not a normal business day in England in which case the last day shall be the next succeeding day that is a normal business day in England; and

i) any reference to a person includes natural persons and partnerships, firms and other such incorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.

2. The schedules form part of this agreement and any reference to this agreement includes the schedules, appendices, annexes and recitals (if any).


B Appointment of the Agent

The Principal appoints the Agent with effect from ________ to be his non-exclusive agent for the sale of the Principal's products as described in Schedule 1 (the Products).


C Duration

1. The Agent is appointed for a term of indefinite duration.

2. This agreement can be terminated by either party giving the other, in writing, not less than one month's notice during the first year of this agreement, two months' notice during the second year of this agreement and three months' notice during the third year.


D Duties of the Principal

1. The Principal must act in good faith towards the Agent.

2. The Principal must provide the Agent with all necessary information relating to the Products.

3. The Principal must provide the Agent with all necessary information for the performance of his duties under this agreement.

4. The Principal must pay commission due, and give to the Agent a statement of the commission due, no later than the last day of the month following the month in which the commission has become due. The statement must set out the main components used in calculating the amount of the commission.

5. If so requested by the Agent, the Principal must give to the Agent all the information available to the Principal and necessary for the Agent to check the amount of commission due and payable to him, and in particular an extract from the Principal's books and papers including any accounts, deeds, writing and documents.

6. The Principal must inform the Agent within a reasonable period of his acceptance or refusal of any commercial transaction negotiated or concluded by the Agent, and of any non-execution by him of any commercial transactions the Agent has procured for him.

7. The Principal must notify the Agent within a reasonable time as soon as he becomes aware of any circumstances which are likely to cause, or otherwise anticipates for any reason, that the volume of commercial transactions will be significantly lower than the Agent could have expected under normal circumstances.

8. The Principal must inform the Agent immediately in the event of supply difficulties, price alterations or alterations of the terms of business to be issued to the customer.

9. The Principal must inform the Agent without delay in the event of the Principal only being able or willing to effect a substantially smaller volume of orders than those negotiated by the Agent.

10. Deal with any after-sales Customer enquiry.

11. The Principal will respond to any reasonable request by the Agent for any marketing or advertising information and/or materials promptly to indicate whether such request is accepted, and if so, the reasonable costs of such fulfilling such request to be paid by the Agent. These costs shall not exceed those reasonably likely to be incurred by the Principal and may be required from the Agent prior to any request being satisfied.


E Rights and duties of the Agent

1. During the term of this agreement the Agent must diligently and faithfully serve the Principal as his agent. The Agent must use his best endeavours to promote the sale of the Products and must not do anything that may prevent such sale or interfere with the development of the Principal's trade.

2. The Agent warrants to the Principal that it is, and will remain for the Term, a sales intermediary engaged wholly or mainly in the activities and duties of a commercial agent, in good health and of sound mind.

3. The Agent must not actively offer to sell or negotiate the sale of any of the Products to any person, firm or company.

4. The Agent may negotiate passive sales of any of the Products to any person, firm or company. However, the Principal may only agree to pay commission in those circumstances on a case by case basis.

5. The Agent must not, during the continuance of this agreement sell or offer to sell or negotiate the sale of goods of a similar description to the Products or of such kind as would or might compete or interfere with the sale of the Products either on his own behalf or on behalf of any other person, firm or company whatsoever without first obtaining the written consent of the Principal.

6. In all negotiations with prospective customers the Agent must disclose that he is acting as agent of the Principal and shall, in all dealings with customers, prospective customers and generally with any third party, make clear that it acts as agent for the Principal to the extent only as provided for in this Agreement.

7. Upon receipt by the Agent of any order for the Products the Agent must immediately transmit the order to the Principal who, if the order is accepted by him, must execute the same by supplying the goods direct to the customer.

8. The Agent shall not have the right to bind the Principal to any contract and no order taken by the Agent shall be binding on the Principal unless accepted by the Principal.

9. The Principal shall have the right to refuse to accept or execute any order or any part of an order obtained by the Agent without giving a reason for the refusal. The Agent shall not be entitled to any commission in respect of any order or part order so refused.

10. The Agent will not hold stocks of the Products but the Principal must provide the Agent with such sample cases and catalogues as may be necessary to enable the Agent to conduct his agency. All sample cases and catalogues shall remain the property of the Principal and must be returned by the Agent to the Principal on the termination of this agreement.

11. The Agent must not in any way pledge the credit of the Principal or hold himself out as having the right to pledge the credit of the Principal.

12. The Agent must not make any representations or give any warranty or guarantee in respect of the Products without the authority in writing of the Principal.

13. The Agent must not modify Products or their Packaging.

14. The Agent must not use marketing, promotional or sales materials not approved by the Principal.

15. The Agent must promptly inform the Principal of any after-sales enquiry or complaint concerning the Products.

16. The Principal must from time to time furnish the Agent with a statement of the prices at which the Products are to be sold, and the Agent must not seek orders at different prices.

17. All orders must be negotiated by the Agent on the Principal's standard trading terms and conditions from time to time in force and notified to the Agent.

18. Upon execution of any order transmitted by the Agent to the Principal, the Principal must forward to the Agent a duplicate copy of the invoice sent with the Products to the customer.

19. The Agent must not enter into any contract or incur any debt or other obligation on behalf of the Principal unless previously so authorised in writing by the Principal.

20. The Agent is not authorised to accept any money on behalf of the Principal nor to enter into any compromise or agreement with any of the Principal's customers.

21. At the end of each week the Agent must supply the Principal with a written account of his activities during that week and his plans for promoting sales of the Products.

22. The Agent must bear all costs and expenses incurred by him in performing his obligations under this agreement except in respect of expenses incurred at the specific request of the Principal and authorised by the Principal in advance in writing.

23. The Principal may from time to time designate certain Customers as global accounts, major accounts, or similar. The Agent shall take instructions from the Principal from time to time as to how best to serve the needs of such Customers in the Territory.


F Record Keeping

Each party shall:

a) keep records of the matters referred to in this Agreement, during and for ________ years from termination, however occurring;

b) allow the other to inspect and copy them during normal hours on Business Days, limited to four times per Year (unless an error of more than 10% in such records is discovered, when such limit will not apply); and

c) supply to the other on request all information it needs to verify orders taken, contracts concluded, or commission payments due, including extracts from the supplying party's books or other documents.


G Commission

1. The remuneration of the Agent shall be ________% of the net sale price of all the Products sold by the Principal by transactions concluded during the term of this agreement:

1.1. as a result of the Agent's action; or

1.2. with a third party whom the Agent has previously acquired as a customer for transactions of the same kind

2. The net sale price for the purposes of calculating commission means the price charged to Customers for Products, excluding (where applicable):

a) VAT (and any other similar sales taxes);

3. The Agent shall also be entitled to commission on all commercial transactions concluded after the termination of this agreement where the conditions of clause 1 above are met and the order is received before termination of this agreement or where the transaction is mainly attributable to the efforts of the Agent and is entered into within a reasonable period after the termination of this agreement. In the latter case the Principal shall be entitled to apportion the commission between the Agent and any newly appointed agent.

4. The commission shall become due as soon as, and to the extent that, one of the following occurs:

4.1. the Principal executes the transaction;

4.2. the Principal should, according to his agreement with the customer, execute the transaction;

4.3. the customer executes the transaction; or

4.4. the customer should execute the transaction if the Principal had executed his part of the transaction in accordance with the terms of his agreement with the customer.

5. The commission shall become payable no later than the last day of the month following the month in which it became due.

6. The commission shall not be payable if the contract between the customer and the Principal is not executed and this is not due to circumstances for which the Principal is responsible. Any commission already paid but not payable to the Agent must be refunded to the Principal.


H Termination

1. Without prejudice to any remedy which the Principal may have against the Agent for any antecedent breach or non-performance of this agreement and without prejudice to the right of either party to terminate this agreement under the general law, the Principal may summarily terminate this agreement on giving written notice to the Agent if:

1.1. the Agent commits a breach of any of the terms or conditions of this agreement and the breach (if capable of remedy) is not remedied within 30 days of being notified to the Agent in writing by the Principal;

1.2. the Agent commits an act of bankruptcy; or

1.3. the Agent is prevented by infirmity or ill-health from performing his functions under this agreement; or

1.4. any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.

2. Either party may terminate this agreement summarily by notice in writing to the other if the Principal goes into liquidation.

3. The Principal may terminate this Agreement if the Agent brings the Principal into serious disrepute, is convicted of an offence involving dishonesty, or is prevented by ill-health from performing its obligations.

4. This agreement shall terminate without notice in the event of the death of the Agent.

5. In case of termination of this agreement, the Principal must indemnify the Agent in accordance with the statutory provisions applicable to commercial agents in the United Kingdom.


I Approvals, Consents and Indemnity

1. The Principal represents and warrants that it is responsible all approvals and consents required for the operation and maintenance of the Products in any countries to which it is sold and that it will ensure that the Products otherwise comply with all applicable laws and regulations in any countries in which they are sold.

2. The Principal agrees, at its expense, to maintain the approvals and consents referred to in clause 1 above, as they may be modified from time to time and ensure that the Products continue to comply with all applicable laws and regulations in countries in which the Products are sold.

3. Provided that the Agent satisfactorily performs its obligations under this Agreement, the Principal shall indemnify the Agent against any liability which the Agent may reasonably incur by reason only of being held out as the Principal's agent or otherwise in the performance of this Agreement or through any failure by the Principal to comply with clauses 1 and 2 immediately above.

4. The Agent agrees that at the Principal's request it will lead or assist in obtaining and maintaining all approvals and consents required for the operation and maintenance of the Products in the countries to which they are sold and/or lead or assist in identifying and complying with laws in any country applicable to the matters set out in this Agreement.

5. The Principal shall pay the cost of these matters directly, or credit the Agent with such cost.


J Intellectual property rights

1. The Agent may use the trade marks, trade names, copyrights and designs relating to the Products (the Intellectual Property) and any literature supplied by the Principal in connection with them only as expressly authorised by the Principal, and must comply with the Principal's instructions relating to the form and context in which the Intellectual Property and literature are used.

2. The Agent acknowledges that he has no rights in or to the Intellectual Property. He must not do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property might be diminished or jeopardised.

3. The Agent must inform the Principal immediately of any infringement or apparent or threatened infringement of the Intellectual Property and of any passing off of goods as the Products of which he may become aware. He must on request assist the Principal to deal with such infringements.


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L Data protection

1. The Agent shall, subject to this clause, maintain a customer database containing all customer data and will accurately record on the customer database all persons who supply such information or details to him or whose information and details he obtains, when such person purchases Products from him, or makes enquiries in relation to the Products in such a way as to allow the transfer of such customer data to the Principal for the purposes of:

a) contacting those persons and offering them Products, subject to the declared preferences of such persons;

b) conducting quality control activities; and

c) maintaining a database of all customers and potential customers of the Products.

2. All rights (including all database rights) and data held by the Agent pursuant to this clause will, so far as is possible under the provisions of the relevant applicable legislation, belong solely and absolutely to and be vested in the Principal, and the Agent will take all steps reasonably requested by the Principal to vest such rights in the Principal and neither any such list of customer data nor any of the contents or information set out in it will be used by the Distributor for any purpose, other than in the normal course of exercising his rights and performing his obligations under this agreement.


M Anti-bribery

1. The Agent must not (and must procure that no person acting on his behalf shall) directly or indirectly make or facilitate:

1.1. any expenditure for any unlawful purposes in connection with the exercise of his rights and the performance of his obligations under this agreement; nor

1.2. any offer, payment or promise to pay any money or to give anything of value to any government official, political party or any other person with a view to influencing any action or decision of such person; nor

1.3. commit or consent to or participate in any other way in any act of bribery (howsoever called) under the laws of any jurisdiction.

2. The Agent must comply with all applicable legal requirements and the Principal's policies against corrupt business practices, money laundering and facilitating or supporting persons who conspire to commit crimes or acts of terror against any person or government.


N Miscellaneous

1. Any indulgence granted by the Principal to the Agent in respect of the performance by the Agent of his obligations under this agreement or any neglect or failure by the Principal to enforce any of the terms of it shall not be construed as a waiver or variation of this agreement or otherwise prejudice any of the Principal's rights under it.

2. No variation of this agreement shall be of any effect unless made in writing and signed by the Principal and by the Agent.

3. This agreement is personal to the Principal and the Agent and may not be sub-contracted or assigned by either party.

4. This agreement shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.

5. Any notice required or permitted under this agreement must be in writing and must be personally delivered or sent by expedited delivery service or certified or registered mail, return receipt requested, first-class postage prepaid to the recipient party at the relevant address shown in this agreement or such other address as has been notified in accordance with this clause by the party concerned as being the relevant address for the purposes of this clause. Any notice shall be deemed to have been given at the time of personal delivery.

6. This agreement supersedes all previous agreements between the Principal and the Agent.



AGREED
by the parties




.......................................................

Name:

Dated:


......................................................

Name:

Dated:

Schedule 1 - The Products

Please detail the products of the Principal that the Agent will be offering.

See your document in progress

Sales Agency Agreement

THIS AGREEMENT is made on ________.

Parties

(i) ________ of:

________

(the Principal); and

(ii) ________ of:

________

(the Agent).


A Interpretation

1. In this agreement, unless the context clearly indicates another intention:

a) reference to one gender includes all other genders;

b) reference to the singular includes the plural and vice versa;

c) reference to a clause, schedule or party is a reference to a clause of or a schedule or party to this agreement;

d) obligations undertaken by more than a single person or company are joint and several obligations;

e) reference to a statutory provision is a reference to that provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision;

f) reference to a document is a reference to that document as from time to time supplemented or varied;

g) reference to writing includes fax, e-mail and similar means of communication;

h) a number of days shall be reckoned exclusively of the first day and inclusively of the last day unless the last day falls on a day that is not a normal business day in England in which case the last day shall be the next succeeding day that is a normal business day in England; and

i) any reference to a person includes natural persons and partnerships, firms and other such incorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.

2. The schedules form part of this agreement and any reference to this agreement includes the schedules, appendices, annexes and recitals (if any).


B Appointment of the Agent

The Principal appoints the Agent with effect from ________ to be his non-exclusive agent for the sale of the Principal's products as described in Schedule 1 (the Products).


C Duration

1. The Agent is appointed for a term of indefinite duration.

2. This agreement can be terminated by either party giving the other, in writing, not less than one month's notice during the first year of this agreement, two months' notice during the second year of this agreement and three months' notice during the third year.


D Duties of the Principal

1. The Principal must act in good faith towards the Agent.

2. The Principal must provide the Agent with all necessary information relating to the Products.

3. The Principal must provide the Agent with all necessary information for the performance of his duties under this agreement.

4. The Principal must pay commission due, and give to the Agent a statement of the commission due, no later than the last day of the month following the month in which the commission has become due. The statement must set out the main components used in calculating the amount of the commission.

5. If so requested by the Agent, the Principal must give to the Agent all the information available to the Principal and necessary for the Agent to check the amount of commission due and payable to him, and in particular an extract from the Principal's books and papers including any accounts, deeds, writing and documents.

6. The Principal must inform the Agent within a reasonable period of his acceptance or refusal of any commercial transaction negotiated or concluded by the Agent, and of any non-execution by him of any commercial transactions the Agent has procured for him.

7. The Principal must notify the Agent within a reasonable time as soon as he becomes aware of any circumstances which are likely to cause, or otherwise anticipates for any reason, that the volume of commercial transactions will be significantly lower than the Agent could have expected under normal circumstances.

8. The Principal must inform the Agent immediately in the event of supply difficulties, price alterations or alterations of the terms of business to be issued to the customer.

9. The Principal must inform the Agent without delay in the event of the Principal only being able or willing to effect a substantially smaller volume of orders than those negotiated by the Agent.

10. Deal with any after-sales Customer enquiry.

11. The Principal will respond to any reasonable request by the Agent for any marketing or advertising information and/or materials promptly to indicate whether such request is accepted, and if so, the reasonable costs of such fulfilling such request to be paid by the Agent. These costs shall not exceed those reasonably likely to be incurred by the Principal and may be required from the Agent prior to any request being satisfied.


E Rights and duties of the Agent

1. During the term of this agreement the Agent must diligently and faithfully serve the Principal as his agent. The Agent must use his best endeavours to promote the sale of the Products and must not do anything that may prevent such sale or interfere with the development of the Principal's trade.

2. The Agent warrants to the Principal that it is, and will remain for the Term, a sales intermediary engaged wholly or mainly in the activities and duties of a commercial agent, in good health and of sound mind.

3. The Agent must not actively offer to sell or negotiate the sale of any of the Products to any person, firm or company.

4. The Agent may negotiate passive sales of any of the Products to any person, firm or company. However, the Principal may only agree to pay commission in those circumstances on a case by case basis.

5. The Agent must not, during the continuance of this agreement sell or offer to sell or negotiate the sale of goods of a similar description to the Products or of such kind as would or might compete or interfere with the sale of the Products either on his own behalf or on behalf of any other person, firm or company whatsoever without first obtaining the written consent of the Principal.

6. In all negotiations with prospective customers the Agent must disclose that he is acting as agent of the Principal and shall, in all dealings with customers, prospective customers and generally with any third party, make clear that it acts as agent for the Principal to the extent only as provided for in this Agreement.

7. Upon receipt by the Agent of any order for the Products the Agent must immediately transmit the order to the Principal who, if the order is accepted by him, must execute the same by supplying the goods direct to the customer.

8. The Agent shall not have the right to bind the Principal to any contract and no order taken by the Agent shall be binding on the Principal unless accepted by the Principal.

9. The Principal shall have the right to refuse to accept or execute any order or any part of an order obtained by the Agent without giving a reason for the refusal. The Agent shall not be entitled to any commission in respect of any order or part order so refused.

10. The Agent will not hold stocks of the Products but the Principal must provide the Agent with such sample cases and catalogues as may be necessary to enable the Agent to conduct his agency. All sample cases and catalogues shall remain the property of the Principal and must be returned by the Agent to the Principal on the termination of this agreement.

11. The Agent must not in any way pledge the credit of the Principal or hold himself out as having the right to pledge the credit of the Principal.

12. The Agent must not make any representations or give any warranty or guarantee in respect of the Products without the authority in writing of the Principal.

13. The Agent must not modify Products or their Packaging.

14. The Agent must not use marketing, promotional or sales materials not approved by the Principal.

15. The Agent must promptly inform the Principal of any after-sales enquiry or complaint concerning the Products.

16. The Principal must from time to time furnish the Agent with a statement of the prices at which the Products are to be sold, and the Agent must not seek orders at different prices.

17. All orders must be negotiated by the Agent on the Principal's standard trading terms and conditions from time to time in force and notified to the Agent.

18. Upon execution of any order transmitted by the Agent to the Principal, the Principal must forward to the Agent a duplicate copy of the invoice sent with the Products to the customer.

19. The Agent must not enter into any contract or incur any debt or other obligation on behalf of the Principal unless previously so authorised in writing by the Principal.

20. The Agent is not authorised to accept any money on behalf of the Principal nor to enter into any compromise or agreement with any of the Principal's customers.

21. At the end of each week the Agent must supply the Principal with a written account of his activities during that week and his plans for promoting sales of the Products.

22. The Agent must bear all costs and expenses incurred by him in performing his obligations under this agreement except in respect of expenses incurred at the specific request of the Principal and authorised by the Principal in advance in writing.

23. The Principal may from time to time designate certain Customers as global accounts, major accounts, or similar. The Agent shall take instructions from the Principal from time to time as to how best to serve the needs of such Customers in the Territory.


F Record Keeping

Each party shall:

a) keep records of the matters referred to in this Agreement, during and for ________ years from termination, however occurring;

b) allow the other to inspect and copy them during normal hours on Business Days, limited to four times per Year (unless an error of more than 10% in such records is discovered, when such limit will not apply); and

c) supply to the other on request all information it needs to verify orders taken, contracts concluded, or commission payments due, including extracts from the supplying party's books or other documents.


G Commission

1. The remuneration of the Agent shall be ________% of the net sale price of all the Products sold by the Principal by transactions concluded during the term of this agreement:

1.1. as a result of the Agent's action; or

1.2. with a third party whom the Agent has previously acquired as a customer for transactions of the same kind

2. The net sale price for the purposes of calculating commission means the price charged to Customers for Products, excluding (where applicable):

a) VAT (and any other similar sales taxes);

3. The Agent shall also be entitled to commission on all commercial transactions concluded after the termination of this agreement where the conditions of clause 1 above are met and the order is received before termination of this agreement or where the transaction is mainly attributable to the efforts of the Agent and is entered into within a reasonable period after the termination of this agreement. In the latter case the Principal shall be entitled to apportion the commission between the Agent and any newly appointed agent.

4. The commission shall become due as soon as, and to the extent that, one of the following occurs:

4.1. the Principal executes the transaction;

4.2. the Principal should, according to his agreement with the customer, execute the transaction;

4.3. the customer executes the transaction; or

4.4. the customer should execute the transaction if the Principal had executed his part of the transaction in accordance with the terms of his agreement with the customer.

5. The commission shall become payable no later than the last day of the month following the month in which it became due.

6. The commission shall not be payable if the contract between the customer and the Principal is not executed and this is not due to circumstances for which the Principal is responsible. Any commission already paid but not payable to the Agent must be refunded to the Principal.


H Termination

1. Without prejudice to any remedy which the Principal may have against the Agent for any antecedent breach or non-performance of this agreement and without prejudice to the right of either party to terminate this agreement under the general law, the Principal may summarily terminate this agreement on giving written notice to the Agent if:

1.1. the Agent commits a breach of any of the terms or conditions of this agreement and the breach (if capable of remedy) is not remedied within 30 days of being notified to the Agent in writing by the Principal;

1.2. the Agent commits an act of bankruptcy; or

1.3. the Agent is prevented by infirmity or ill-health from performing his functions under this agreement; or

1.4. any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.

2. Either party may terminate this agreement summarily by notice in writing to the other if the Principal goes into liquidation.

3. The Principal may terminate this Agreement if the Agent brings the Principal into serious disrepute, is convicted of an offence involving dishonesty, or is prevented by ill-health from performing its obligations.

4. This agreement shall terminate without notice in the event of the death of the Agent.

5. In case of termination of this agreement, the Principal must indemnify the Agent in accordance with the statutory provisions applicable to commercial agents in the United Kingdom.


I Approvals, Consents and Indemnity

1. The Principal represents and warrants that it is responsible all approvals and consents required for the operation and maintenance of the Products in any countries to which it is sold and that it will ensure that the Products otherwise comply with all applicable laws and regulations in any countries in which they are sold.

2. The Principal agrees, at its expense, to maintain the approvals and consents referred to in clause 1 above, as they may be modified from time to time and ensure that the Products continue to comply with all applicable laws and regulations in countries in which the Products are sold.

3. Provided that the Agent satisfactorily performs its obligations under this Agreement, the Principal shall indemnify the Agent against any liability which the Agent may reasonably incur by reason only of being held out as the Principal's agent or otherwise in the performance of this Agreement or through any failure by the Principal to comply with clauses 1 and 2 immediately above.

4. The Agent agrees that at the Principal's request it will lead or assist in obtaining and maintaining all approvals and consents required for the operation and maintenance of the Products in the countries to which they are sold and/or lead or assist in identifying and complying with laws in any country applicable to the matters set out in this Agreement.

5. The Principal shall pay the cost of these matters directly, or credit the Agent with such cost.


J Intellectual property rights

1. The Agent may use the trade marks, trade names, copyrights and designs relating to the Products (the Intellectual Property) and any literature supplied by the Principal in connection with them only as expressly authorised by the Principal, and must comply with the Principal's instructions relating to the form and context in which the Intellectual Property and literature are used.

2. The Agent acknowledges that he has no rights in or to the Intellectual Property. He must not do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property might be diminished or jeopardised.

3. The Agent must inform the Principal immediately of any infringement or apparent or threatened infringement of the Intellectual Property and of any passing off of goods as the Products of which he may become aware. He must on request assist the Principal to deal with such infringements.


K Dcbbfbabffcfffp

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L Data protection

1. The Agent shall, subject to this clause, maintain a customer database containing all customer data and will accurately record on the customer database all persons who supply such information or details to him or whose information and details he obtains, when such person purchases Products from him, or makes enquiries in relation to the Products in such a way as to allow the transfer of such customer data to the Principal for the purposes of:

a) contacting those persons and offering them Products, subject to the declared preferences of such persons;

b) conducting quality control activities; and

c) maintaining a database of all customers and potential customers of the Products.

2. All rights (including all database rights) and data held by the Agent pursuant to this clause will, so far as is possible under the provisions of the relevant applicable legislation, belong solely and absolutely to and be vested in the Principal, and the Agent will take all steps reasonably requested by the Principal to vest such rights in the Principal and neither any such list of customer data nor any of the contents or information set out in it will be used by the Distributor for any purpose, other than in the normal course of exercising his rights and performing his obligations under this agreement.


M Anti-bribery

1. The Agent must not (and must procure that no person acting on his behalf shall) directly or indirectly make or facilitate:

1.1. any expenditure for any unlawful purposes in connection with the exercise of his rights and the performance of his obligations under this agreement; nor

1.2. any offer, payment or promise to pay any money or to give anything of value to any government official, political party or any other person with a view to influencing any action or decision of such person; nor

1.3. commit or consent to or participate in any other way in any act of bribery (howsoever called) under the laws of any jurisdiction.

2. The Agent must comply with all applicable legal requirements and the Principal's policies against corrupt business practices, money laundering and facilitating or supporting persons who conspire to commit crimes or acts of terror against any person or government.


N Miscellaneous

1. Any indulgence granted by the Principal to the Agent in respect of the performance by the Agent of his obligations under this agreement or any neglect or failure by the Principal to enforce any of the terms of it shall not be construed as a waiver or variation of this agreement or otherwise prejudice any of the Principal's rights under it.

2. No variation of this agreement shall be of any effect unless made in writing and signed by the Principal and by the Agent.

3. This agreement is personal to the Principal and the Agent and may not be sub-contracted or assigned by either party.

4. This agreement shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.

5. Any notice required or permitted under this agreement must be in writing and must be personally delivered or sent by expedited delivery service or certified or registered mail, return receipt requested, first-class postage prepaid to the recipient party at the relevant address shown in this agreement or such other address as has been notified in accordance with this clause by the party concerned as being the relevant address for the purposes of this clause. Any notice shall be deemed to have been given at the time of personal delivery.

6. This agreement supersedes all previous agreements between the Principal and the Agent.



AGREED
by the parties




.......................................................

Name:

Dated:


......................................................

Name:

Dated:

Schedule 1 - The Products

Please detail the products of the Principal that the Agent will be offering.