国际代理合同英文模版
代理合同中英文范本3篇
代理合同中英文范本3篇篇1Proxy ContractThis Proxy Contract ("Contract") is entered into on [Date] and made effective as of [Effective Date], by and between:[Party A], a company organized and existing under the laws of [Jurisdiction], with its registered office located at [Address], represented by [Name], duly authorized to act on its behalf ("Principal");and[Party B], a company organized and existing under the laws of [Jurisdiction], with its registered office located at [Address], represented by [Name], duly authorized to act on its behalf ("Agent").WHEREAS, Principal desires to appoint Agent to act as its proxy for the purposes set forth herein, and Agent agrees to act as Principal's proxy in accordance with the terms and conditions of this Contract;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:1. Appointment of Agent. Principal hereby appoints Agent as its exclusive proxy to [specify the duties and responsibilities of the Agent, including the scope of authority granted to the Agent].2. Term. This Contract shall commence on the Effective Date and shall continue until [Expiration Date]. Either party may terminate this Contract upon [Notice Period] written notice to the other party.3. Compensation. Agent shall be entitled to compensation for services rendered under this Contract as follows: [specify the compensation terms, including payment terms and frequency].4. Confidentiality. Agent agrees to keep confidential all information disclosed by Principal in connection with the performance of its duties under this Contract. Agent shall not disclose such information to any third party without Principal's prior written consent.5. Representations and Warranties. Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Contract.IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the Effective Date.Principal: [Name], [Title]Agent: [Name], [Title]Date: [Date]This Contract is hereby acknowledged and accepted:Agent: [Signature]Date: [Date]篇2Agency ContractThis Agency Contract (the "Contract") is made and entered into as of [Date], by and between [Principal Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Address] (the "Principal") and [Agent Name], a company organized and existing under thelaws of [Jurisdiction], with its principal place of business located at [Address] (the "Agent").1. AppointmentPrincipal hereby appoints Agent as its exclusive agent for the purpose of [Describe the purpose of the agency relationship]. Agent accepts such appointment and agrees to act as Principal's exclusive agent in accordance with the terms and conditions of this Contract.2. TermThis Contract shall commence on [Effective Date] and continue for a period of [Duration] unless terminated earlier in accordance with the terms of this Contract. Either party may terminate this Contract upon [Notice Period] written notice to the other party.3. Duties and Obligations of Agent(a) Agent shall use its best efforts to promote and sell the products/services of the Principal in the designated territory.(b) Agent shall comply with all laws, regulations, and rules applicable to the performance of its duties under this Contract.(c) Agent shall maintain accurate records of all sales, transactions, and other activities conducted on behalf of Principal.(d) Agent shall not disclose any confidential information of Principal to any third party without the prior written consent of Principal.4. Compensation(a) In consideration of the services to be rendered by Agent hereunder, Principal shall pay Agent a commission of [Commission Rate] on all sales made by Agent on behalf of Principal.(b) The commission shall be payable [Frequency of Payment] and shall be calculated based on the net sales amount received by Principal from such sales.5. Confidentiality(a) Agent acknowledges that it may have access to confidential information of Principal in connection with the performance of its duties under this Contract.(b) Agent agrees to keep all such confidential information strictly confidential and not to disclose it to any third party without the prior written consent of Principal.6. IndemnificationAgent agrees to indemnify, defend, and hold harmless Principal from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with any breach of this Contract by Agent.7. Governing LawThis Contract shall be governed by and construed in accordance with the laws of [Jurisdiction].IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.Principal: ________________________ Date: ________________Agent: ________________________ Date: ________________[Signatures of Principal and Agent]篇3Agency ContractThis Agency Contract ("Contract") is entered into on this [Date], by and between [Company Name], a company organized and existing under the laws of [Country], having its principal place of business at [Address] ("Principal"), and [Agent Name], anindividual/company organized and existing under the laws of [Country], having its principal place of business at [Address] ("Agent").1. Appointment of Agent. Principal hereby appoints Agent as its exclusive agent for the sale of [Products/Services] in the territory of [Territory] for the term of this Contract. Agent accepts such appointment and agrees to act as Principal's exclusive agent in the territory.2. Duties of Agent. Agent shall use commercially reasonable efforts to promote and sell the [Products/Services], solicit orders from customers in the territory, and provide customer service and support to customers in the territory. Agent shall not engage in any activities that are detrimental to Principal's business or reputation.3. Compensation. Agent shall be compensated for its services in the form of [Commission/Flat Fee/Other Payment Terms] as agreed upon by the parties in writing. Agent shall invoice Principal for such compensation on a[Monthly/Quarterly/Yearly] basis.4. Term and Termination. This Contract shall commence on the date hereof and shall continue for a period of [Term], unless terminated earlier by either party with [Notice Period] priorwritten notice. Upon termination of this Contract, Agent shall promptly return to Principal all documents, materials, and information belonging to Principal.5. Confidentiality. Agent shall keep confidential all information and materials provided by Principal and shall not disclose such information to any third party without Principal's prior written consent.6. Governing Law. This Contract shall be governed by the laws of [Country] and any disputes arising out of this Contract shall be resolved through arbitration in [City].IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.[Principal Name] [Agent Name]________________________________________________[Principal Signature] [Agent Signature]。
国际贸易代理合同范本(中英文)
国际贸易代理合同范本(中英文)国际贸易代理合同范本(中英文)International Trade Agency Contract Template (Chinese and English)本文档是一份国际贸易代理合同范本，旨在规定国际贸易代理之间的权利和义务。
本合同适用于供应商和代理商之间的国际贸易代理关系。
以下是对各个章节内容的详细介绍：第一章：总则1. 合同目的：明确合同的目的和双方的目标。
2. 定义和解释：对合同中涉及的法律名词和术语进行解释和定义。
第二章：合同主体1. 供应商：明确供应商的名称、注册地址和连系方士。
2. 代理商：明确代理商的名称、注册地址和连系方士。
第三章：权利和义务1. 供应商的权利和义务：列出供应商需要履行的责任和义务，包括提供货物或服务的质量、数量和交付日期等。
2. 代理商的权利和义务：列出代理商需要履行的责任和义务，包括推销销售、市场营销和支付相关费用等。
第四章：产品1. 产品描述：对供应商提供的产品进行详细描述，包括规格、品质标准和包装等。
2. 产品价格：列出产品价格和支付方式。
第五章：销售和分销1. 销售目标：明确双方对销售目标的约定。
2. 销售区域：确定代理商的销售区域范围。
3. 推广和宣传：明确双方推广和宣传的责任和义务。
第六章：合同的期限和终止1. 合同期限：确定合同的起始日期和终止日期。
2. 终止条款：列出合同终止的情况和方式。
第七章：保密条款1. 保密责任：明确双方对保密信息的义务和责任。
第八章：争议解决1. 协商解决：双方在发生争议时首先通过协商解决。
2. 仲裁解决：如协商解决不成，争议将提交仲裁解决。
第九章：适用法律和管辖1. 适用法律：确定适用于本合同的法律。
2. 管辖法院：确定管辖本合同争议的法院。
【附件】1. 附件1：合同附件1的名称和内容。
2. 附件2：合同附件2的名称和内容。
【法律名词及注释】1. 法律名词1：法律名词1的解释和注释。
中英文外贸代理合同范本3篇
中英文外贸代理合同范本3篇篇1Foreign Trade Agency ContractParty A: (Company Name and Address)Party B: (Company Name and Address)Date:1. Background and PurposeParty A is a company engaged in the import and export business and wishes to engage Party B as its exclusive foreign trade agent to represent Party A in all matters related to international trade. Party B agrees to act as Party A's exclusive agent for a specified period of time.2. Scope of Work2.1 Party B agrees to represent Party A in negotiating and executing contracts with foreign buyers and sellers for the purchase and sale of goods as well as providing related services such as customs clearance, logistics, and documentation.2.2 Party B will promote Party A's products in foreign markets, attend trade shows on behalf of Party A, and undertake any other activities necessary to market Party A's products overseas.2.3 Party B will act as a liaison between Party A and its foreign clients, providing regular updates on market conditions, pricing trends, and any other relevant information.2.4 Party B will ensure that all transactions are conducted in accordance with applicable laws and regulations and will protect Party A's interests at all times.3. Commission3.1 Party A agrees to pay Party B a commission on all sales made through Party B's efforts. The commission rate will be negotiated and agreed upon by both parties prior to the signing of this contract.3.2 Party B will submit a monthly report detailing the sales made, the commission earned, and any expenses incurred on behalf of Party A.4. Confidentiality4.1 Both parties agree to keep all information related to this contract and any business dealings between Party A and Party B confidential.4.2 Party B agrees not to disclose any confidential information to third parties without the express written consent of Party A.5. Term and Termination5.1 This contract will be effective as of the date of signing and will remain in effect for a period of (specify duration).5.2 Either party may terminate this contract with written notice to the other party if the other party breaches any of the terms of this contract or engages in any misconduct.5.3 Upon termination of this contract, Party B will cease all activities on behalf of Party A and return any documents or materials belonging to Party A.6. Governing LawThis contract shall be governed by and construed in accordance with the laws of (specify jurisdiction).In witness whereof, the parties hereto have executed this contract as of the date first above written.Party A: (Authorized Signature)Party B: (Authorized Signature)(Note: This is a generic template and should be customized to fit the specific needs of the parties involved.)篇2Foreign Trade Agency AgreementThis Foreign Trade Agency Agreement (hereinafter referred to as the "Agreement") is made and entered into on [date], by and between:1.Party A: [Name of the Company], a company duly organized and existing under the laws of [Country], with its principal place of business at [Address] (hereinafter referred to as the "Principal").2.Party B: [Name of the Agent], a company duly organized and existing under the laws of [Country], with its principal place of business at [Address] (hereinafter referred to as the "Agent").Whereas, the Principal is engaged in the business of [describe the business], and desires to appoint the Agent to act as its exclusive agent for the sale of its products in [countries or regions];Now, therefore, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:1. Appointment of the AgentThe Principal hereby appoints the Agent as its exclusive agent for the sale of [specific products] in the territory of [countries or regions] during the term of this Agreement. The Agent accepts such appointment and agrees to use its best efforts to promote the sale of the Principal's products in the territory.2. Duties of the AgentThe Agent shall have the following duties:a. Promote the sale of the Principal's products in the territory through marketing and advertising efforts.b. Identify and develop potential customers for the Principal's products in the territory.c. Negotiate and conclude sales contracts on behalf of the Principal in accordance with its instructions.d. Provide the Principal with regular reports on sales activities and market conditions in the territory.3. Obligations of the PrincipalThe Principal shall have the following obligations:a. Provide the Agent with necessary marketing materials and product information.b. Supply the Agent with the products in a timely manner and in accordance with agreed-upon specifications.c. Pay the Agent commissions on sales made in the territory in accordance with the terms of this Agreement.4. CommissionsThe Agent shall be entitled to a commission of [percentage]% on the net sales of the Principal's products made in the territory. Commissions shall be paid by the Principal to the Agent on a [monthly/quarterly] basis.5. Term and TerminationThis Agreement shall commence on [date] and shall continue for a period of [duration]. Either party may terminate this Agreement upon [number] days' written notice to the other party for any reason.6. ConfidentialityThe parties agree to keep confidential all information and materials provided by the other party in connection with this Agreement.7. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Country].In witness whereof, the parties hereto have executed this Agreement as of the date first above written.Principal: [Name of the Company]By:____________________Name:____________________Title:____________________Agent: [Name of the Agent]By:____________________Name:____________________Title:____________________This Foreign Trade Agency Agreement is hereby accepted and agreed to by the parties hereto:Date:_____________Signature:_________篇3Foreign Trade Agency ContractThis Agreement is made and entered into on this [date], between [Name of Foreign Trade Agency], with its principal place of business at [address], hereinafter referred to as the "Agent", and [Name of Company], with its principal place of business at [address], hereinafter referred to as the "Principal".1. Appointment: The Principal appoints the Agent as its exclusive agent to represent and market its products in the territory of [territory], for a period of [duration] commencing on [start date].2. Duties of the Agent: The Agent shall use its best efforts to promote the sale of the Principal's products in the territory, including but not limited to, advertising, networking, and establishing relationships with potential customers. The Agent shall also provide regular reports to the Principal on the progress of sales and marketing activities.3. Commission: The Agent's remuneration shall be in the form of a commission based on the net sales of the Principal's products in the territory. The commission rate shall be [rate]% of the net sales, calculated on a quarterly basis. The Agent shall invoice the Principal for the commission within [number] days of the end of each quarter.4. Expenses: The Agent shall bear all expenses related to the promotion and marketing of the Principal's products, including but not limited to, travel expenses, advertising costs, and office expenses. The Principal shall not be responsible for reimbursing the Agent for any expenses incurred in connection with this Agreement.5. Termination: This Agreement may be terminated by either party upon [number] days' written notice to the other party. The Agent shall be entitled to receive commissions on sales made prior to the termination date.6. Confidentiality: The Agent agrees to maintain the confidentiality of any information provided by the Principal, including but not limited to, product information, pricing, and customer lists. The Agent shall not disclose any confidential information to third parties without the prior written consent of the Principal.7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction]. Any disputes arising out of or relating to this Agreement shall be resolved through arbitration in [venue], in accordance with the rules of [arbitration body].IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.[Name of Foreign Trade Agency]By: ___________________________Title: __________________________[Name of Company]By: ___________________________Title: __________________________。
英文版国际货运代理合同-- 国外代理
AGENCY AGREEMENTThis agreement is made on the [Insert Date Here].BETWEEN[Insert Company Name Here] (hereinafter referred to as [Insert Here]), having their principal office at [Insert Address Here].ANDWHEREASA.[Insert Here] was and is an international freight forwarder carrying on the business oftransportation by land and/or sea and/or air for reward.B. [Insert Here] was and is an international freight forwarder carrying on the business oftransportation by land and/or sea and/or air for reward.NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:1)APPOINTMENT1.1 [Insert Here] hereby accepts the appointment as [Insert Here]’s promotion, sales,handling, delivery and forwarding agent for land and/or sea transport to and from[Insert Area Here].1.2 [Insert Here]hereby accepts the appointment as [Insert Here]promotion, sales,handling, delivery and forwarding agent for land and/or sea transport to and from[Insert Here].2)BILLING OF LADING2.1In the event where issuing the counter-party’s Bill of L ading is unavoidable, writtenpre-notice shall be sent to the counter-party for acknowledgement and writtenapproval must be received in advance.2.2For any and all unauthorized issuing of the counter-party’s Bill of Lading, the partywho breaches this agreement shall take full responsibility for all the consequence andliabilities so caused.2.3For any and all unauthorized releasing of goods without presentation of original Billof Lading, the party who commits such mistake shall take full responsibility for all theconsequence and liabilities so caused.3)ACTIVITIESBoth [Insert Here] and[Insert Here]shall handle the inward and/or outward shipments from the counter-party based on the guidelines hereinafter mentioned.3.1To send Arrival Notice to consignee(s) before vessel and/or plane arrive at dischargingport and/or airport, or as soon as relevant documents received from the counter-party.3.2To send pre-alert by fax or e-mail every time shipments are address by one party to theother, advising the details of the conveyance involved, number of packages, weight,value of cargo, freight amount, COD’s, CAD’s or any other fees to be collected. Toprovide any other information as may be required by local Custom Authority andGovernmental Bodies.3.3To destuff LCL c argo at each party’s contracted warehouse, or at the warehousedesignated by the Carriers. The devanning charge to be on the disposal of each party’sneutral agent.3.4To follow up sales-lead promptly, to aggressively expand the coverage of clients, andto increase the market share, with adequate and necessary assistance from thecounter-party.3.5To provide client referrals to each other for inbound/outbound freight traffic for bothair and ocean.3.6To provide service to customers inclusive but not only limited to follow-up,marketing/courtesy calls, cargo handling, fax replies, sales leads and other relatedfreight forwarding activities.3.7To handle and/or settle the claim promptly, with the assistance and/or authorization ofthe counter-party and to furnish any information and documents as requested by thecounter party to assist the resolution of the claim. In the event of any inquiryoriginating from any statutory body to either of the two parties, the counter-party shallfurnish any information and documents as requested by the party facing the inquiry.3.8To protect each other’s interests, markets, and clientele against competitors’ salescampaigns or strategies.3.9To implement necessary policies, strategies and actions to ensure that all clients ofboth parties are satisfied with the existing level of service.3.10Other activities as per normal practice within the industry and for the mutual benefit ofboth parties.4)RESPONSIBILITY4.1Both parties shall be responsible for the collection of original bills of lading issued bythe other party before releasing cargo to the consignee. If the cargo is shipped oncollect basis, each party shall be responsible for the collection of all freight chargesand/or related charges before releasing cargo to the consignee.4.2Both Parties are responsible for collecting freight charges and any other charges to becollected at the place of receipt. In the event that the transportation is made on freight4.3Both Parties shall maintain strict confidentiality and integrity on all customers’information, which shall not be exchanged, with any other information fromcompeting NVOCCs, which may have an existing, past or future relationships.4.4Each party shall provide all other necessary services and bill each other accordinglyupon request.4.5If, for whatever reason, a shipment is not delivered to a consignee or the consigneedoes not collect the cargo or refuses to take delivery of the cargo, each party mustnotify the other party in writing within twenty (20) days from the date of the arrival ofthe cargo with a full explanation for the non-delivery. The cargo shall be stored uponthe written consent and pending further instruction from the other party. Any expensesarising from the non-delivery including but not limited to the storage charges,clearance charges, fines, penalties, and any charges of re-delivering the cargo shall befor the account of the consignor.4.6The delivery agent must ensure that cargo of its client is adequately protected anddelivered on time.4.7For shipment sent on freight prepaid basis, the receiving party should never detaincounter-party's shipment, so long as all destination side charges, including anydetention and/or demurrage accrued, are paid for by the consignee.4.8For shipment sent on freight collect basis, the receiving party should never detaincounter-party's shipment upon collection of the freight, destination side charges,including any detention and/or demurrage accrued, from the consignee.5)AGENCY COMMISSIONIt’s mutually agreed between [Insert Here] and [Insert Here] to handle all the sea and/or air shipments from the counter-party, includes inward and outward shipments, in accordance to separate agreements, which may be amended at any time upon written concurrence from both parties.6)EXPENSESAll local expenses that occurred/accrued resulting from the fulfillment of this contract, such as rent, communication and/or correspondence expenses, insurance, and all other incidental expenses, shall be on each party’s own account, unless otherwise specified and mutually agreed in writing in advance.7)OPERATION PROCEDURE7.1 Shipping AdviseTo inform each other whenever there is shipment effected and to furnish full details sothat it is possible to make advance preparation for shipment.7.2 Shipping DocumentsWhenever the shipping documents become available, the party involved shall fax orA.Normal Release:Original Master Bill of LadingCopy of House Bill of LadingDebit/credit NoteContainer loading plan or manifest (consol only)B.In case of surrender order or telex release:Copy of Master Bill of LadingCopy of House Bill of LadingCopy of surrender instruction or copy of telex release instruction from carrierDebit/Credit NoteOther document (if any)8)DANGEROUS/V ALUABLE CARGO8.1[Insert Here]/[Insert Here] are not insured for liability arising from the provision of,handling of, delivery of, forwarding services in connection with dangerous and/orvaluable cargo.8.2 [Insert Here]/[Insert Here]agrees not to arrange any transportation of anydangerous and/or valuable cargo without the prior written consent of thecounter-party.8.3 I n the event that [Insert Here]/[Insert Here] arranges the transportation of dangerousand/or valuable cargo without the prior written consent of the counter-party,notwithstanding any negligence on the part of the counter-party, [Insert Here] shallbe under no liability to [Insert Here]and vice versa, whether in contract, tort,bailment or otherwise, for loss of or from, damage to, delay in delivery of, deviationon delivery of, misdelivery of, or on non-delivery of, any consignment of dangerousand/or valuable cargo. [Insert Here]/[Insert Here] shall indemnify the counter-partyforthwith against any and all losses, damages, claims, liabilities, actions, demands,costs, charges, expenses, penalties, fines or proceedings whatsoever which thecounter-party will receive from any third party arising from or in connection with thehandling or loss of or from, damage to, delay in delivery of, deviation or delivery of,misdelivery of, or on non-delivery of, any consignment of dangerous and/or valuablecargo.9)INSURANCEEach party shall maintain at its own costs adequate insurance cover in respect of its potential liability arising out of and/or in connection with and/or by reason of negligent, recklessness or willful misconduct of [Insert Here]and/or [Insert Here], their officers, employees, servants or agents in the performance of any of the obligation pursuant to this Agreement.10)DEBIT/CREDIT NOTE & INVOICE10.1 E ach party shall provide the counter-party all related Balance Sheets (Debit/CreditNote and/or Invoice) for each shipment on the basis of every sailing or each shipment(depending on the accounting practice followed by the party), and shall send to the10.2The counter-party is requested to inform the other of any amendment, withinreasonable period, once there is any discrepancy and/or inquiry found.10.3The invoice / debit / credit / balance sheet shall be reconciled at least within one monthof receipt.11)MONTHLY STATEMENT OF ACCOUNT & BALANCE SHEET11.1 Monthly Statement of Account for each specific month shall be sent to thecounter-party on the 21th of the following month. All payment should be arranged nolater than 45 days.11.2The counter-party shall check and inform the other, within 7days of the receiving ofthe Monthly Statement of Account, for any/all discrepancy and/or inquiry found, andarrange payment right after amount confirmation.11.3The party with the discrepancies shall have 3 working days to re-confirm the amount.The counter-party shall provide all the necessary information and assistance to solvethe discrepancies. In the event that a discrepancy cannot be resolved within 3 workingdays, the balances apart from discrepant items will be mutually confirmed.11.4Each party shall keep correct and complete records and books of accounts containingall information required for the computation and verification of the amounts to be paidby each party hereunder.11.5For any reason that the balance can not be confirmed during the prescribed period,Clause 12.4 shall be applicable.11.6If, for any reason, one of the parties does not respond to, communicate with, orconfirm the statement within the prescribed schedule as set out in Clause 11, thecounter party shall have the right to demand acceptance of its own statements afterexpiration of the prescribed schedule. The party at fault shall have 1 working day toreply on whether to extend the reconciliation schedule and specifically indicate howlong the extension shall be. If the party at fault gives no communication, suchnon-respon se shall indicate acceptance of the counter party’s statement. If anextension is agreed upon, only one extension shall be granted. If the party at fault stillcan not confirm the statement upon the expiration of the extension, then the counterparty’s sta tement shall be accepted as the official statement and used for reconciliationof all outstanding.12)REMITTANCE/SETTLEMENT OF OUTSTANDING ACCOUNT12.1Remittance to settle the confirmed outstanding accounts from the previous monthshall be made to the counter-party before the end of the following month. The bank’sofficial remittance slip or any other document evidencing the wire transfer shall befaxed to the other party as advance record of the payment.12.2The remittance can be pending only if written request is sent by either party, andwritten approval is received from the counter-party in advance. The balance will becarried forward to the following month as opening balance.12.3In case of request for settlement of confirmed outstanding account presented by eitherparty, regardless of the actual accumulated amount between the parties, thecounter-party shall arrange remittance within two (2) days after such written request isreceived; unless other written agreements are reached between the parties on acase-by-case basis.13)AMENDMENT OF AGENCY CONTRACTThis Agency Contract shall be totally/partially supplemented, amended, and/or modified at any time, by the mutual written consent of both parties.14)DURATION AND TERMINATION OF AGENCY CONTRACT15.1The terms of this agreement shall be valid and remain in force till 21-Dec 2012.15.2If no written termination notice is issued after Dec.21, 2012 this contract shall beautomatically renewed thereafter on an annual basis15.3This Agency Contract shall be terminated and void for both parties, by giving sixty (60)days written notice, subject to the condition that the written notice of termination shallbe dispatched to the counter-party, and confirmation of receipt for the said notice shallbe given from the counter-party.15.4Upon default by either party hereto in the performance of any obligation hereunder tobe performed by such party, the other party may give notice in writing to the party indefault specifying the thing or matter in default and, if the default cannot be rectified,terminating this Agreement on the date specified in the notice.15.5All outstanding account must be settled prior to the formal termination of mutualcooperation.15)ASSIGNMENTThis Agreement, and the rights granted hereunder, shall not be assignable, in whole or in part, by either party without the prior written consent of the other party.16)SEVERANCEIn the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indication of the same are received by either parties from any relevant competent authorities, the parties shall amend that provision in such reasonable manner as achieve the intention of the parties without illegality or at the sole discretion of [Insert Here]/[Insert Here]. If any of the provisions hereof are severed from this Agreement, the remaining provisions of this Agreement shall remain in full force and effect unless [Insert Here]/[Insert Here] in their sole discretion decide that the effect of such severance is to defeat the original intention of the parties in which event [Insert Here]/[Insert Here]shall be entitled to terminate this Agreement by sixty (60) days written notice to the counter-party and the provisions of Clause 14 shall apply accordingly.17)WHOLE AGREEMENTBoth parties acknowledge that this Agreement contains the whole agreement and both parties has not relied upon any oral or written representation made to it by the other party, its employees or agents, and has made their own independent investigations into all matters relevant to the business.This Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreement are cancelled as at the date of this Agreement but without prejudice to any rights that have already accrued to either of the parties.19) SETTLEMENT OF DISPUTES19.1Both parties shall first try to resolve any dispute or disagreement arising inconnection with the interpretation of this Agreement or the performance ornon-performance amicably and in good faith.19.2If a particular dispute, arising out of or in connection with this agreement or for thebreach thereof, can not be resolved through the efforts of both parties, the disputeshall be submitted to and settled by an arbitration panel selected and agreed upon bythe mutual consent of both parties in accordance with the prevailing laws, rulesand/or statutory regulations administered in the respective countries.19.3[Insert Here]/[Insert Here]agree not to deta in the counterparty’s shipments orengage in illegal activities whatsoever with prejudice to the right and interest of thecounterparty.IN WITNESS WHEREOF,the undersigned parties have executed this Agency Contract, in duplicate originals that either party holds one respectively, as of the day and year first above mentioned.[Insert Here][Insert Company Name Here]____________________________ Director __________________________ [Insert Name Here][Insert Title Here]。
国际代理合同英文模版
International Agent ContractPrincipal:Address:Post Code:Tel:Fax:E-Mail:Agent:Address:Post Code:Tel:Fax:E-mail:Contract Number:Signature Date:Signature Place:CONTENTS1 Scope of Authority: (2)2 Rights and obligations of the Agent (2)3 The rights and obligations of the Principal (4)4 Non-exclusive agency /Exclusive agent (5)5 Commission and Reimbursement (6)6 Confidentiality and Intellectual Property Right (8)7 Termination of this Contract (8)8. Unconcluded business (9)9. Damages (9)10 Force Majeure (9)11 Return of documents and samples (11)12 No Partnership (11)13 Severability (11)14 Non-Waiver (11)15 Governing Language (11)16 Applicable Law (11)17 Arbitration (11)This Contract is made on the (month, date) of (year ) between)and, located at .（hereinafter referred to as “” or “Agent”）WHEREASThe Principal has products and services and intends to promote these products through commercial Agent.The Agent has the market knowledge, experience and commercial network connected to the market of .The Principal agrees to appoi nt the Agent as it’s A exclusive; B non-exclusive Agent within the territory of for project , and the Agent agrees to accept the appointment.In consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows:1 Scope of Authority:1.1Scope of Products and Service：1.1.1 Transformer and related project;1.1.2 Transmission line and related project;1.1.3Substation1.1.4.1.2Scope of territory: In the region of A. (country); B (region) C (region) .1.3 Contract Term: This Contract shall be valid for years startingfrom to unless terminated before the expiration date according to clause 7.2 Rights and obligations of the Agent2.1 The agent has the right to2.1.1 Request for the information and document necessary to conduct the entrusted business;2.1.2 Request for the commission when the commission is due;2.1.3 Contact the potential clients and refer itself as the Principal’s agent;OptionalA. Act under the Principal’s name with prior consent of the Principal inwriting;B. Assist the Principal with its preparation and implementation for the projectcontract introduced by the Agent;C. Conduct necessary after-sales service;D. Collect the payment of the Goods;E. Participate the negotiation between the Principal and its potential clientintroduced by the Agent if necessary.2.2 The obligation of the Agent2.2.1 General obligationA. Conduct the entrusted matters diligently and cautiously;B. Exercise its power within which is authorized by the principal and shall not go beyond the scope of his power,C. Non-competitionNot to engage in the activities to compete directly or indirectly with the Principal’s products and service within the territory of during the contract period and years thereafter. Not to commit any act in contradiction with the purpose of this Contract.D. Not to provide any assistance or services to any other party who provide the same or similar product and service of the Principal, not to compete with the Principal by any third party, regardless of whether or not the Agent gets profit from any such act or competition within the territory of during the contract period and years thereafter.E．Not to assignment and sub-agent: The Agent shall not assign his right or obligation under this Contract to any third party or to recourse to sub-agents without prior consent of the Principal.Optional:Any products or project the Agent is entrusted to act as agent, distributor or manufacturer is disclosed in Annex 2 to this Contract.2.2.2 Special obligation of the Agent (Optional)A. Explore the market and find any opportunity for selecting the reliable Groups and investors willing to invest in the Products and Service the Principal provides.B. Establish effective strategic sales plan aimed at the entrusted Goods within the Agent territory. The plan shall be updated every months or weeks and be submittedto the Principal.C. Report to the Principal progress of the agency every days and report promptlyof the substantial information.D. Provide regularly substantial marketing information to the Principal, introduces the Principal to all potential clients and coming investors within the territory of , and provide help to the Principal to open the local market.E. Provide regularly to the Principal detailed reports about the competitors’activities, about the relevant laws and Governmental regulations of the government, such as import regulations, marks, technical specifications, safety requirement, and about its discussion with the related investors.F. Procure the Tender Documents desired by the Principal at the Principal’s cost and communicate with the Principal in time，so that the Principal obtains the authentic and detailed conditions of the owner of the project and make a proper decision.G. Provide all types of services upon request to any delegation of the Principalto , including but not limit to supporting the delegation of the Principal on obtaining related certificate, visas, document of approval, accommodation, and transportation.H. Work with the Principal on all the activities related the project preparation, biding and the signing of the project contract, as well as the performance of such project contractI. Provide his best assistance, advice and guidance on how the projects should be pursued and how to best proceed with them.3 The rights and obligations of the Principal3.1 The Principal is entitled to:A．Final determination on entrusted matters, including to determine or to vary the price of Goods, to reject a proposal from the potential client;B. Supervise and instruct the Agent’s activity;C. Participate to deal with the entrusted business directly.3.2 The obligations of the Agent3.2.1 Provide to the Agent with the information and documents necessary to conduct business;3.2.2 Pay the commission to the Agent when the conditions of payment are met;3.2.3 Be responsible for the quality of the Goods.4 Non-exclusive agency /Exclusive agentAlternative A. Exclusive agent4.1 The Principal authorizes the Agent to be the exclusive agent for____ project / area/country. The principal shall participate in the entrusted business directly or through any other person or corporation.Alternative B. Non-exclusive agent4.1 The Principal authorizes the Agent to be the non-exclusive agentfor project/area/country. A. The Principal is entitled to appoint other agent(s) within any of the scope of authority of this Contract B. The Principal is entitled to operate business and search for potential clients itself.4.2 If any project introduced by the Agent had been introduced to the Principal by other agent earlier than the Agent, or the Principal had the information of such project and had substantive contacted with the owner of the project regarding pursuance of the project before the Agent’s introduction. The Principal shall give notice to the Agent in writing within days, informing the Agent of the prior introduction and substantive contact. The Agent then shall stop further action with the project unless requested by the Principal to do so.4.3 The commission paid from the Principal to the Agent shall not cover any project introduced by other client or awarded directly to the Principal by the owner of the project.5 Commission and Reimbursement5.1 CommissionA. The commission is % of the price of the bidding project;B. The commission is % of the price of the contract between the Employer and the Principal;C. The commission is % of the price higher than the reserve price of the Principal.D. Floating commission% of the contract price when the project price reaches ;% of the contract price when the project price reaches ;% of the contract price when the project price reaches .E Others5.2 Payment of commissionA. Commission against the payment of contract between the client and the principalB. in case of installment payment, commission against the received payment pro rata of the contract between the client and the principal5.3 Payment condition of commission5.3.1 The commission arises on the condition that the Principal wins the bid and contract is signed by and between the Principal and the Employer through the Agent’s work. If the project information of project, the information of business opportunity or an order is rejected by the Principal, no commission shall arise.5.3.2 Minimum transaction5.3.2.1 Within the first year of this Contract, of minimum contract price shall be guaranteed by the Agent and % increase for each year during the contract period shall be guaranteed.5.3.2.2 The Agent shall endeavor to achieve the minimum transaction, any discrepancy on this number shall be regarded as seriously violation of this Contract and the Principal is entitled to terminate this Contract.5.3.3 The commission to the Agent under this Contract shall be conducted and disbursed after the Principal successfully received the relevant payment from the owner of introduced project. Without the payment from the owner based on the awarded project, the Agent shall not claim any Commission payment from the Principal.5.3.4 The Agent shall provide the invoice in conformity with the tax regulation and confirmed by the Principal.5.3.5 Any tax, including the business tax, income tax which shall be borne by the Agent within the country of the Principal shall be deducted before the payment of commission. Any tax which shall be borne by the Principal within the country of the Principal shall not be deducted from the commission.5.4 The time of payment of the Commission fee shall be conducted and disbursed according to the payment clause of project contract by and between the owner of introduced project and the Principal. A. Within days after the payment of the contract price received by the Principal; B in the case of installment, the Principal shall pay the agreed percentage described in clause of such contract price to the Agent accordingly.5.5 The Agent shall assist the Principal to pursue the potential project with most favorable price. The Agent agrees that if the final awarding price of the Project is lower than the Principal reasonable expected which has been disclosed to the Agent, the Commission fee shall be decreased proportionately. Therefore, the final Commission fee shall be decided after signing the project contract by and between the owner and the Principal and the project contract coming into force.5.6 The Commission fee to the Agent shall cover all the Agent’s cost and expenses derived out of this Contract including the Agent’s office cost within the region of_________, its staff，promotion，and traveling cost.OptionalThe Principal is entitled to deduct certain proportion of Commission fee in case the Agent fails to fulfill its liability stipulated in clause____. The amount of deducted Commission shall refer to the Commission fee breakdown listed in Annex 1.6 Confidentiality and Intellectual Property Right6.1 All matters relating to the Principal’s Business including, but not limited to, financing, customers (both current and potential), suppliers, providers of service, know-how, proposed transactions, legal and tax matters and any other information relating to the Principal’s Business which are not in the public domain, are deemed by the Parties, to be the Principal’s trade secrets.6.2 The Agent shall not disclose any trade secret to any third party without the prior written authorization and instruction of the Principal during the term of this Agreement and at any time thereafter.Any document and item with trade secrets shall be returned to the Principal upon expiration of this Contract.6.3 If the Agent violates the confidentiality clause under this Contract, the Principal is entitled to terminate this Contract.6.4 The Agent shall protect the intellectual property right of the Principal, including trademark, patent right and corporate name. The Agent may use the Principal’s intellectual property right only for the purpose of this Contract or with prior consent of the Principal within his authorization and the effective period of this Contract. The Agent shall not permit or transfer the right to any third party. If the Agent violates this clause, the Principal is entitled to terminate this Contract, the Agent shall bear all losses deriving out of the violation.7 Termination of this Contract7.1 The Principal is entitled to terminate this Contract any time before the expiration date with written notice to the Agent not less than days in advance.7.2 The Principal is entitled to terminate this Contract under the following circumstances:(1) The Agent acts for any third party, act for itself or act in violation of the purpose of this Contract;(2) The Agent is negligent to fulfill his duty or abuse of his power;(3) The Agent abuses of, infringes or discloses the intellectual property of the Principal;(4) The Agent does not fulfill the minimum transaction amount.Optional:8. Optional: Unconcluded businessOn the condition that any business opportunity introduced by the Agent within the Contract territory before the expiration or termination of this Contract is accepted by the Principal, and the contract is concluded within months after the expiration or termination of this contract，the Agent is entitled to a discounted commission upon consultation with the Principal on case basis.9. Damages9.1 If the Agent acts for any third party, act for it or act in violation of the purpose of this Contract, the Principal is entitled to % of the price of the project;9.2 If the Agent is negligent to fulfill his duty or abuse of his power, the Principal is entitled to take out % of the price of the project and request the correction by the Agent;9.3 If the Agent abuses of, infringes or discloses the intellectual property of the Principal, the Agent shall stop the violation immediately and pay the damage of covering % of the price of project exclusive of its liability to compensate the losses of the Principal deriving out of the violation.9.4 If the Agent ceases to perform its liability under this contract, the Agent shall pay damages covering % of the price of project.10 Force Majeure10.1 Either of the parties may suspend performance of a Purchase Order during the occurrence of force majeure. For purpose of this clause, “force majeure” means an event (1)beyond the control and/or foreseeing of the Seller/Buyer; (2)which, having arisen, such party could not have avoided or overcome by all means; (3) which is not involving the Seller’s/Buyer’s fault or negligence. Such event may include wars, serious fire, flood, typhoon and earthquake and other cases agreed upon by both parties.10.2 The Seller shall give the Buyer without undue delay notice by facsimile and shall provide to the Buyer the statement from the government or business association to certify the Force Majeure Event by registered mail.10.3 If performance of this Contract is delayed by Force Majeure for more than days, Buyer may without any additional extension cancel all or part of this Contractwith respect to the delayed Goods.11 Return of documents and samplesUpon expiration or termination of this Contract, the Agent shall return all advertisements, documents and samples provided by the Principal and owned by the Principal.12 No PartnershipNothing in this Contract shall create, or be deemed to create any partnership or the relationship of employer and employee between the parties.13 SeverabilityIf any provision of this Contract is or becomes void or unenforceable by force or operation of law to any extent or in any application, all other provisions shall not be affected thereby and shall continue in effect and application to its fullest extent.14 Non-WaiverFailure by a Party to exercise any of its rights, powers or remedies hereunder orits delay to do so will not constitute a waiver of those rights, powers or remedies. No waiver of any default hereunder by either party or any failure to enforce any right hereunder shall be deemed to constitute a waiver of any subsequent default with respect to the same or any other provisions hereof.15 Governing LanguageA. This Contract shall be executed in A. English and Chinese in copies each;B. Chinese and in copies each. In case of discrepancy between the two versions, the version shall prevail. All correspondence and other documents pertaining to this Contract which are exchanged by the parties shall be written in , unless otherwise agreed by the parties.16 Applicable LawThe Contract shall be governed and construed by the laws of A. the PRC; B. .17 Arbitration17.1 All disputes arising from the execution of or in connection with the Contract shall be settled through friendly consultation between both parties. In case noagreement can be reached through consultation within days of commencement ofsuch consultation, the dispute shall be submitted for arbitration.Alternative A17.2 The arbitration shall be conducted by China International Economic and Trade Arbitration Commission (CIETAC) Beijing in accordance with its arbitration rules/ procedures. The arbitration language shall be Chinese.17.3 The arbitration shall take place in A Beijing；B. . The language used in arbitration shall be A. English; B. Chinese.Alternative B17.1 All disputes arising from the execution of or in connection with the Contract shall be submitted to ICC International Court of Arbitration for arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC"). Three arbitrators shall be appointed to settle the dispute.1.2 The arbitration shall take place in .The language used in arbitration shall be English.Alternative C17.1 All disputes arising from the execution of or in connection with the Contract shall be brought up to Singapore International Arbitration Centre and be settled in accordance with its rule.17.2 The arbitration shall take place in Singapore. The language used in arbitration shall be English.Alternative D17.1 Any dispute, controversy or claim arising from the execution of or in connection with the Contract, including but not limited to breach of contract, validity of this Contract and/or termination of this Contract shall be submitted to Hong Kong International Arbitration Center in accordance with its currently valid HKIAC administered Arbitration Rules. The arbitration shall take place in Hong Kong.17.2 Three arbitrators shall be appointed and the language used in arbitration shall be English.17.3 The arbitration award shall be final and binding on both parties.17.4 or 17.5 In the course of arbitration, the Contract shall be continuouslyexecuted except the part which is under arbitration.This Contract comes into effective on the date of signature.SIGNATURE PAGE (Company name)Legal Representative: Authorized agent: (Company name)Legal Representative: Authorized agent:。
国际独家代理合同中英文版本
国际独家代理合同中英文版本中文版：本合同由以下双方于____年____月____日签署：甲方：（以下简称“委托人”），注册地址：____________________，法定代表人：____________________。
乙方：（以下简称“代理人”），注册地址：____________________，法定代表人：____________________。
根据平等互利的原则，经友好协商，双方达成如下协议：一、独家代理权的授予委托人特此授权代理人作为其在指定区域内的独家代理商，负责推广、销售委托人的产品。
二、代理区域代理区域为____________________（具体国家或地区）。
三、代理期限本合同的代理期限为____年，自签署之日起生效。
四、佣金与支付方式代理人应就其推广、销售的产品按照双方约定的佣金比例向委托人支付佣金。
支付方式和时间详见附件。
五、双方的权利与义务（详细列出双方的权利与义务）六、保密条款双方应对本合同的内容及在履行本合同过程中所知悉的对方的商业秘密保密。
七、违约责任如一方违反本合同的约定，应承担相应的违约责任。
八、争议解决因本合同引起的或与本合同有关的任何争议，双方应首先通过友好协商解决；协商不成的，提交____________________（仲裁机构）仲裁。
九、其他本合同一式两份，甲乙双方各执一份。
本合同自双方签字（或盖章）之日起生效。
甲方（委托人）：____________________法定代表人：____________________签字盖章：____________________日期：____年____月____日乙方（代理人）：____________________法定代表人：____________________签字盖章：____________________日期：____年____月____日英文版：Exclusive Agency AgreementThis Agreement is made and entered into on the ____ day of ____, ____ by and between:Party A (hereinafter referred to as the “Principal”), registered address: ____________________, legal representative: ____________________.Party B (hereinafter referred to as the “Agent”), registered address: ____________________, legal representative: ____________________.In accordance with the principle of equality and mutual benefit, after friendly consultation, both parties have reached the following agreement:Article 1: Grant of Exclusive Agency RightThe Principal hereby grants the Agent the exclusive right to promote and sell the Principals products within thedesignated territory.Article 2: Territory of AgencyThe territory of agency is ____________________ (specific country or region).Article 3: Term of AgencyThe term of agency under this Agreement shall be ____ years, commencing from the date of execution.Article 4: Commission and Payment Method_______Article 5: Rights and Obligations of Both Parties(Detailed listing of the rights and obligations of both parties)Article 6: ConfidentialityBoth parties shall keep confidential the contents of this Agreement and any confidential business information of the other party obtained during the performance of this Agreement.Article 7: Breach of ContractIf any party breaches the provisions of this Agreement, it shall bear the corresponding liability for breach of contract.Article 8: Dispute ResolutionAny dispute arising from or related to this Agreement shall first be resolved through friendly negotiation between the parties; if no agreement is reached through negotiation, the dispute shall be submitted to ____________________ (arbitration institution) for arbitration.Article 9: MiscellaneousThis Agreement is made in duplicate,_______(or seal) of both parties.Party A (Principal): ____________________Legal Representative: ____________________SignatureSeal: ____________________Date: ____________Party B (Agent): ____________________Legal Representative: ____________________SignatureSeal: ____________________Date: ____________国际独家代理合同中英文版本（1）中文版本合同由以下双方于____年____月____日签订：甲方：（委托人全称及注册地址）乙方：（代理人全称及注册地址）鉴于甲方希望乙方作为其独家代理，在指定区域内推广和销售甲方的产品，双方经友好协商，达成如下协议：一、代理权限甲方授权乙方为其在____（指定区域）的独家代理，负责该区域内甲方产品的市场推广、销售和售后服务。
国际货物运输代理协议 (中英文)
国际货物运输代理协议 (中英文)AGENCY AGREEMENT OF CARGO TRANSPORTATIONContract date:签约日期：甲方（托运方）：乙方（承运方）：Party A (consignor) Party B (consignee for transport)(双方信息略)根据《中华人民共和国合同法》及相关道路运输的法律法规规定，甲乙双方遵循合法、公平、平等、协商一致、诚实信用原则签订本合同，共同遵守。
两方就有关代理货物运输及责任、权利事宜达成以下协议：Parties hereto, in accordance to CONTRACT LAW OF PEOPLE’S REPUBLIC OF CHINA and other law and rule concerned roadway transportation,conclude and inter into this contract on the on basis of legality, equality, justice and voluntary for common abidance, and reached agreement as follow on agency of cargo transportation, duty as well as right and interests by each party.一、代理范围：SCOPE OF AGENCY1. 乙方作为国际货物运输代理，接受甲方委托承办下列国际运输事宜：Party B, as being the agency of international cargo transportation, accept party A’s consignation of international cargo transportation as follow.二、甲方责任： Party A’s duty and responsibility1. 甲方应当对所提供委托单、报关单、许可证、合同、商检证明、核销文件、发票、装箱单、提单等有关文件、单证之真实性、合法性、完备性负责。
英文代理服务合同范本
英文代理服务合同范本ENGLISH AGENCY SERVICE AGREEMENTThis Agreement is made and entered into on the [Date] by and between [Client Name], hereinafter referred to as "Client," with its principal place of business at [Client Address], and [Agency Name], hereinafter referred to as "Agency," with its principal place of business at [Agency Address].1. Appointment of Agency1.1 The Client hereby appoints the Agency as its exclusive agent for the purpose of providing [Services to be providedby the Agency] ("Services") as detailed in this Agreement.2. Scope of Services2.1 The Agency shall provide the Services in accordance with the terms and conditions set forth in this Agreement. The Services include, but are not limited to, [specific services].3. Term of Agreement3.1 This Agreement shall commence on the [Effective Date] and shall continue until terminated by either party upon [Notice Period] written notice to the other.4. Compensation4.1 The Client shall pay the Agency a commission of [Commission Rate] percent of the total value of the transactions or agreements negotiated by the Agency on behalf of the Client. Payment shall be due within [Payment Period] days from the date of invoice.5. Obligations of the Client5.1 The Client shall provide the Agency with all necessary information and materials required to perform the Services.6. Obligations of the Agency6.1 The Agency shall use its best efforts to perform the Services in a professional and timely manner.7. Confidentiality7.1 Both parties agree to keep confidential any information obtained from the other party in the course of this Agreement, except as required by law or with the written consent of the other party.8. Termination8.1 Either party may terminate this Agreement by givingwritten notice to the other party if the other party breaches any material term of this Agreement and fails to remedy such breach within [Cure Period] days after receiving writtennotice of such breach.9. Indemnification9.1 The Client shall indemnify and hold harmless the Agency from any and all claims, damages, or expenses arising out of the Client's breach of this Agreement or the Client's use of the Services provided by the Agency.10. Governing Law10.1 This Agreement shall be governed by and construed in accordance with the laws of [Applicable Jurisdiction].11. Dispute Resolution11.1 Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of [Arbitration Institution].12. Entire Agreement12.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties.13. Amendments13.1 This Agreement may be amended only in writing signed by both parties.14. Notices14.1 All notices under this Agreement shall be in writing and shall be deemed given when delivered personally or by email to the addresses set forth in this Agreement or to such other address as either party may designate in writing.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Client Name] [Agency Name]By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\。
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International Agent ContractPrincipal:Address:Post Code:Tel:Fax:E-Mail:Agent:Address:Post Code:Tel:Fax:E-mail:Contract Number:Signature Date:Signature Place:CONTENTS1 Scope of Authority: (2)2 Rights and obligations of the Agent (2)3 The rights and obligations of the Principal (4)4 Non-exclusive agency /Exclusive agent (5)5 Commission and Reimbursement (5)6 Confidentiality and Intellectual Property Right (7)7 Termination of this Contract (8)8. Unconcluded business (8)9. Damages (8)10 Force Majeure (9)11 Return of documents and samples (9)12 No Partnership (9)13 Severability (9)14 Non-Waiver (10)15 Governing Language (10)16 Applicable Law (10)17 Arbitration (10)This Contract is made on the (month, date) of (year ) between)and, located at .（hereinafter referred to as “” or “Agent”）WHEREASThe Principal has products and services and intends to promote these products through commercial Agent.The Agent has the market knowledge, experience and commercial network connected to the market of .The Principal agrees to appoint the Agent as it’s A exclusive; B non-exclusive Agent within the territory of for project , and the Agent agrees to accept the appointment.In consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows:1 Scope of Authority:1.1Scope of Products and Service：1.1.1 Transformer and related project;1.1.2 Transmission line and related project;1.1.3Substation1.1.4.1.2Scope of territory: In the region of A. (country); B (region) C (region) .1.3 Contract Term: This Contract shall be valid for years startingfrom to unless terminated before the expiration date according to clause 7.2 Rights and obligations of the Agent2.1 The agent has the right to2.1.1 Request for the information and document necessary to conduct the entrusted business;2.1.2 Request for the commission when the commission is due;2.1.3 Contact the potential clients and refer itself as the Principal’s agent;OptionalA. Act under the Principal’s name with prior consent of the Principal inwriting;B. Assist the Principal with its preparation and implementation for the projectcontract introduced by the Agent;C. Conduct necessary after-sales service;D. Collect the payment of the Goods;E. Participate the negotiation between the Principal and its potential clientintroduced by the Agent if necessary.2.2 The obligation of the Agent2.2.1 General obligationA. Conduct the entrusted matters diligently and cautiously;B. Exercise its power within which is authorized by the principal and shall not go beyond the scope of his power,C. Non-competitionNot to engage in the activities to compete directly or indirectly with the Principal’s products and service within the territory of during the contract period and years thereafter. Not to commit any act in contradiction with the purpose of this Contract.D. Not to provide any assistance or services to any other party who provide the same or similar product and service of the Principal, not to compete with the Principal by any third party, regardless of whether or not the Agent gets profit from any such act or competition within the territory of during the contract period and years thereafter.E．Not to assignment and sub-agent: The Agent shall not assign his right or obligation under this Contract to any third party or to recourse to sub-agents without prior consent of the Principal.Optional:Any products or project the Agent is entrusted to act as agent, distributor or manufacturer is disclosed in Annex 2 to this Contract.2.2.2 Special obligation of the Agent (Optional)A. Explore the market and find any opportunity for selecting the reliable Groups and investors willing to invest in the Products and Service the Principal provides.B. Establish effective strategic sales plan aimed at the entrusted Goods within the Agent territory. The plan shall be updated every months or weeks and be submitted to the Principal.C. Report to the Principal progress of the agency every days and report promptly of the substantial information.D. Provide regularly substantial marketing information to the Principal, introduces the Principal to all potential clients and coming investors within the territory of , and provide help to the Principal to open the local market.E. Provide regularly to the Principal detailed reports about the competitors’activities, about the relevant laws and Governmental regulations of the government, such as import regulations, marks, technical specifications, safety requirement, and about its discussion with the related investors.F. Procure the Tender Documents desired by the Principal at the Principal’s cost and communicate with the Principal in time，so that the Principal obtains the authentic and detailed conditions of the owner of the project and make a proper decision.G. Provide all types of services upon request to any delegation of the Principal to , including but not limit to supporting the delegation of the Principal on obtaining related certificate, visas, document of approval, accommodation, and transportation.H. Work with the Principal on all the activities related the project preparation, biding and the signing of the project contract, as well as the performance of such project contractI. Provide his best assistance, advice and guidance on how the projects should be pursued and how to best proceed with them.3 The rights and obligations of the Principal3.1 The Principal is entitled to:A．Final determination on entrusted matters, including to determine or to vary the price of Goods, to reject a proposal from the potential client;B. Supervise and instruct the Agent’s activity;C. Participate to deal with the entrusted business directly.3.2 The obligations of the Agent3.2.1 Provide to the Agent with the information and documents necessary to conduct business;3.2.2 Pay the commission to the Agent when the conditions of payment are met;3.2.3 Be responsible for the quality of the Goods.4 Non-exclusive agency /Exclusive agentAlternative A. Exclusive agent4.1 The Principal authorizes the Agent to be the exclusive agent for____ project / area/country. The principal shall participate in the entrusted business directly or through any other person or corporation.Alternative B. Non-exclusive agent4.1 The Principal authorizes the Agent to be the non-exclusive agentfor project/area/country. A. The Principal is entitled to appoint other agent(s) within any of the scope of authority of this Contract B. The Principal is entitled to operate business and search for potential clients itself.4.2 If any project introduced by the Agent had been introduced to the Principal by other agent earlier than the Agent, or the Principal had the information of such project and had substantive contacted with the owner of the project regarding pursuance of the project before the Agent’s introduction. The Principal shall give notice to the Agent in writing within days, informing the Agent of the prior introduction and substantive contact. The Agent then shall stop further action with the project unless requested by the Principal to do so.4.3 The commission paid from the Principal to the Agent shall not cover any project introduced by other client or awarded directly to the Principal by the owner of the project.5 Commission and Reimbursement5.1 CommissionA. The commission is % of the price of the bidding project;B. The commission is % of the price of the contract between the Employer and the Principal;C. The commission is % of the price higher than the reserve price of the Principal.D. Floating commission% of the contract price when the project price reaches ;% of the contract price when the project price reaches ;% of the contract price when the project price reaches .E Others5.2 Payment of commissionA. Commission against the payment of contract between the client and theprincipalB. in case of installment payment, commission against the received payment pro rata of the contract between the client and the principal5.3 Payment condition of commission5.3.1 The commission arises on the condition that the Principal wins the bid and contract is signed by and between the Principal and the Employer through the Agent’s work. If the project information of project, the information of business opportunity or an order is rejected by the Principal, no commission shall arise.5.3.2 Minimum transaction5.3.2.1 Within the first year of this Contract, of minimum contract price shall be guaranteed by the Agent and % increase for each year during the contract period shall be guaranteed.5.3.2.2 The Agent shall endeavor to achieve the minimum transaction, any discrepancy on this number shall be regarded as seriously violation of this Contract and the Principal is entitled to terminate this Contract.5.3.3 The commission to the Agent under this Contract shall be conducted and disbursed after the Principal successfully received the relevant payment from the owner of introduced project. Without the payment from the owner based on the awarded project, the Agent shall not claim any Commission payment from the Principal.5.3.4 The Agent shall provide the invoice in conformity with the tax regulation and confirmed by the Principal.5.3.5 Any tax, including the business tax, income tax which shall be borne by the Agent within the country of the Principal shall be deducted before the payment of commission. Any tax which shall be borne by the Principal within the country of the Principal shall not be deducted from the commission.5.4 The time of payment of the Commission fee shall be conducted and disbursed according to the payment clause of project contract by and between the owner of introduced project and the Principal. A. Within days after the payment of the contract price received by the Principal; B in the case of installment, the Principal shall pay the agreed percentage described in clause of such contract price to the Agent accordingly.5.5 The Agent shall assist the Principal to pursue the potential project with most favorable price. The Agent agrees that if the final awarding price of the Project is lower than the Principal reasonable expected which has been disclosed to the Agent, the Commission fee shall be decreased proportionately. Therefore, the final Commission fee shall be decided after signing the project contract by and between the owner and the Principal and the project contract coming into force.5.6 The Commission fee to the Agent shall cover all the Agent’s cost and expenses derived out of this Contract including the Agent’s office cost within the region of_________, its staff，promotion，and traveling cost.OptionalThe Principal is entitled to deduct certain proportion of Commission fee in case the Agent fails to fulfill its liability stipulated in clause____. The amount of deducted Commission shall refer to the Commission fee breakdown listed in Annex 1.6 Confidentiality and Intellectual Property Right6.1 All matters relating to the Principal’s Business including, but not limited to, financing, customers (both current and potential), suppliers, providers of service, know-how, proposed transactions, legal and tax matters and any other information relating to the Principal’s Business which are not in the public domain, are deemed by the Parties, to be the Principal’s trade secrets.6.2 The Agent shall not disclose any trade secret to any third party without the prior written authorization and instruction of the Principal during the term of this Agreement and at any time thereafter.Any document and item with trade secrets shall be returned to the Principal upon expiration of this Contract.6.3 If the Agent violates the confidentiality clause under this Contract, the Principal is entitled to terminate this Contract.6.4 The Agent shall protect the intellectual property right of the Principal, including trademark, patent right and corporate name. The Agent may use the Principal’s intellectual property right only for the purpose of this Contract or with prior consent of the Principal within his authorization and the effective period of this Contract. The Agent shall not permit or transfer the right to any third party. If the Agent violates this clause, the Principal is entitled to terminate this Contract, the Agent shall bear all losses deriving out of the violation.7 Termination of this Contract7.1 The Principal is entitled to terminate this Contract any time before the expiration date with written notice to the Agent not less than days in advance.7.2 The Principal is entitled to terminate this Contract under the following circumstances:(1) The Agent acts for any third party, act for itself or act in violation of the purpose of this Contract;(2) The Agent is negligent to fulfill his duty or abuse of his power;(3) The Agent abuses of, infringes or discloses the intellectual property of the Principal;(4) The Agent does not fulfill the minimum transaction amount.Optional:8. Optional: Unconcluded businessOn the condition that any business opportunity introduced by the Agent within the Contract territory before the expiration or termination of this Contract is accepted by the Principal, and the contract is concluded within months after the expiration or termination of this contract，the Agent is entitled to a discounted commission upon consultation with the Principal on case basis.9. Damages9.1 If the Agent acts for any third party, act for it or act in violation of the purpose of this Contract, the Principal is entitled to % of the price of the project;9.2 If the Agent is negligent to fulfill his duty or abuse of his power, the Principal is entitled to take out % of the price of the project and request the correction by the Agent;9.3 If the Agent abuses of, infringes or discloses the intellectual property of the Principal, the Agent shall stop the violation immediately and pay the damage of covering % of the price of project exclusive of its liability to compensate the losses of the Principal deriving out of the violation.9.4 If the Agent ceases to perform its liability under this contract, the Agent shall pay damages covering % of the price of project.10 Force Majeure10.1 Either of the parties may suspend performance of a Purchase Order during the occurrence of force majeure. For purpose of this clause, “force majeure” means an event (1)beyond the control and/or foreseeing of the Seller/Buyer; (2)which, having arisen, such party could not have avoided or overcome by all means; (3) which is not involving the Seller’s/Buyer’s fault or negligence. Such event may include wars, serious fire, flood, typhoon and earthquake and other cases agreed upon by both parties.10.2 The Seller shall give the Buyer without undue delay notice by facsimile and shall provide to the Buyer the statement from the government or business association to certify the Force Majeure Event by registered mail.10.3 If performance of this Contract is delayed by Force Majeure for more than days, Buyer may without any additional extension cancel all or part of this Contract with respect to the delayed Goods.11 Return of documents and samplesUpon expiration or termination of this Contract, the Agent shall return all advertisements, documents and samples provided by the Principal and owned by the Principal.12 No PartnershipNothing in this Contract shall create, or be deemed to create any partnership or the relationship of employer and employee between the parties.13 SeverabilityIf any provision of this Contract is or becomes void or unenforceable by force or operation of law to any extent or in any application, all other provisions shall not be affected thereby and shall continue in effect and application to its fullest extent.14 Non-WaiverFailure by a Party to exercise any of its rights, powers or remedies hereunder or its delay to do so will not constitute a waiver of those rights, powers or remedies. No waiver of any default hereunder by either party or any failure to enforce any right hereunder shall be deemed to constitute a waiver of any subsequent default with respect to the same or any other provisions hereof.15 Governing LanguageA. This Contract shall be executed in A. English and Chinese in copies each;B. Chinese and in copies each. In case of discrepancy between the two versions, the version shall prevail. All correspondence and other documents pertaining to this Contract which are exchanged by the parties shall be written in , unless otherwise agreed by the parties.16 Applicable LawThe Contract shall be governed and construed by the laws of A. the PRC; B. .17 Arbitration17.1 All disputes arising from the execution of or in connection with the Contract shall be settled through friendly consultation between both parties. In case no agreement can be reached through consultation within days of commencement ofsuch consultation, the dispute shall be submitted for arbitration.Alternative A17.2 The arbitration shall be conducted by China International Economic and Trade Arbitration Commission (CIETAC) Beijing in accordance with its arbitration rules/ procedures. The arbitration language shall be Chinese.17.3 The arbitration shall take place in A Beijing；B. . The language used in arbitration shall be A. English; B. Chinese.Alternative B17.1 All disputes arising from the execution of or in connection with the Contract shall be submitted to ICC International Court of Arbitration for arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC"). Three arbitrators shall be appointed to settle the dispute.1.2 The arbitration shall take place in .The language used in arbitration shall be English.Alternative C17.1 All disputes arising from the execution of or in connection with the Contract shall be brought up to Singapore International Arbitration Centre and be settled in accordance with its rule.17.2 The arbitration shall take place in Singapore. The language used in arbitration shall be English.Alternative D17.1 Any dispute, controversy or claim arising from the execution of or in connection with the Contract, including but not limited to breach of contract, validity of this Contract and/or termination of this Contract shall be submitted to Hong Kong International Arbitration Center in accordance with its currently valid HKIAC administered Arbitration Rules. The arbitration shall take place in Hong Kong.17.2 Three arbitrators shall be appointed and the language used in arbitration shall be English.17.3 The arbitration award shall be final and binding on both parties.17.4 or 17.5 In the course of arbitration, the Contract shall be continuouslyexecuted except the part which is under arbitration.This Contract comes into effective on the date of signature.SIGNATURE PAGE (Company name) Legal Representative: Authorized agent:(Company name) Legal Representative: Authorized agent:Annex 1 Commission Fee BreakdownOptionalAnnex 2 Agent disclose the product and the project。