EXCLUSIVE AGENCY AGREEMENT
This Agreement is made and entered into this_______________ day of ________， 19-by and between A. B. C. Co. Ltd. a corporation duly organized and existing under the laws of People’s Republic of China， with its principal place of business at____________ (hereinafter called Seller)and X. Y. Z. Co. Ltd. a corporation duly organized and existing under the laws of __________， with its principal of business at________ (hereinafter called Agent ). whereby it is mutuly a-greed as follows:
Article 1. Appointment.
During the effective period of this Agreement. Seller hereby appoints Agent as its exclusive agent to solicit orders for products stipulated in Article 4 from customers in the territory stipulated in Article 3 and Agent accepts and assumes such appointment.
Article 2. Agent’s Duty
Agent shall strictly conform with any and all instructions gvien by Seller to Agent from time to time and shall not make any representation， warranty， promise， contract， agreement or do any other act binding Seller. Seller shall not be held responsible for any acts or failures to act by Agent in excess of or contrary to such instructions.
Article 3. Territory
The territory covered under this Agreement shall be expressly confined to__________ (hereinafter called Territory)
Article 4. Products
The products covered under this Agreement shall be expressly conned to____________ (hereinafter called products)
Article 5. Exclusive Right
In consideration of the exclusive right herein granted， Seller shall not， directly of indirectly， sell of ecport procucts to Territory through other channel than Agent and Agent shall not sell， distribuie or promote the sale of any products competitive with of similar to Products in Territory and shall not solicit or accept orders for the prupose of selling Produets outside Territory. Seller shall refer to Agent any inquiry or order for products Seller may receive from others in Territory during the effective period of this Agreement.
Article 6. Mimimum Transaction and Price
In the event that during one year (12 months )during the effective period of this Agreement， aggregate payment received by Seller from custojers on orders obtained by Agent under this Agreement amounts to less than _____________， Seller shall have the right to terminate this Agreement by giving thirty (30)day’s written notice to Agent.The seller shall from time to time furnish the Agent with a statement of the minimum prices and the terms and conditions of sales at which the goods are respectively to be sold.
Arlicle 7. Orders
In soliciting orders， Agent shall adequately advise customers of the general terms and conditions of Seller’s sales note or contract note and of any contract being subject to the confirmation of acceptance by Seller. Agent shall immediately dispatch any order received to Seller for its acceptance or rejection.The seller shall have the right to refuse to execute or accept any such orders or any part thereof and the Agent shall nct be entitled to any commission in respect of any such rejected order or part thereof refused.
Article 8. Expenses
All ecpenses and disbursements such as cabling， traveling and orher exprnses incurred in connection with the sale of products shall be for the account of Agent， unless especially arranged. Further Agent shall， at his own expenses， maintain office (s)， salesmen and others sufficient for the performance of the obligation of Agent in conformity with any and all instructions given by Seller.
Article 9 Commission
Seller shall pay to Agent commission in____________ currency at the rate of_____________ % of the net invoiced selling price of products on all order directly obtained by Agent accepted by Seller. Such commission shall be payable every six months only after Seller receives the full amount of all paymenst due to Seller. Payments of such commission shall be made to Agent by way of remittance.
Article 10. Information and Report
Both Seller and Agent shall quartely and /or on the request of either party furnish infor- mation and market report each other to promote the sale of products as much as possible. A- gent shall give Seller such report as invetory, market conditions and other activities of A-gent.
Article 11. Sales Promotion
Agent shall diligently and adequately advertise and promote the sale of Products throughout Territory. Scller shall furnish with or without charge to Agent reasonable quan-tity of advertising litcratures catalogues， leaflets， and the like as Agent may reasonably re-quire.
Article l2. Industrial Property Rights
Agent may use the trade-mark(s) of Seller during the effective period of this Agreementonly in connection with the sale of Products， provided that even after the termination of thisAgreement Agent may use the trade-mark (s) in connection with the sale of Products held by it in stock at the time of termination. Agent shall also acknowledge that any and all patents， trade-marks， copyrights and other industrial property rights used or embodied in Products shall remain to be sole properties of Seller and shall not dispute them in any way. If any infringement being found， Agent shall promptly notify seller and asist seller to take steps to profect its right.Article
This Agreement shall enter into force on the signing of both parties. At least three (3)months before the expiration of the term， both Seller and Agent shall consult each other forrenewal of this Agreement. If the renewal of this Agreement is agreed upon by both parties，this-Agreement shall be renewed for another__________ year (s) period under the terms and conditions herein set forth， uith amendments， if agreed upon by both parties. Unless this Agreement shall expiry on______________.
Article 14. TerminationIn
case there is any nonperformance and/or violation of the terms and conditions includ-ing Article 5, 6,11 under this Agreement by either party during the effective period of this Agreement， the parties hereto shall do their best to settle the matter in question as prompt and amicable as possible to mutual satisfaction. Unless settlement should be reached within thirty (30) days after notification in writing of the other party, such other party shall have the right to cancel this Agreement and the loss and damges sustained thereby shall be indemnified by the party responsible for the nonperformance and/or violation. Further in case of bankruptcy or insolvency or liquidation or death and/or reorganization by the third party of the other party, either party may forthwith terminate this Agreement without any notice to the other party.
Article15. Force Majeure
Either party shall not be held responsible for failure or delay to perform all or any partof the due to Acts of God， Government orders or restriction or any other events which could not be predicted at the time of the conclusion of the Agreement and could not be controlled， avoided or overcome by the parties. However， the party effected by the Event of Force Ma-jeure shall inform the other party of its occurrence in Written as soon as possible
Article 16 Trade Terms and Governing Law
The trade terms under this Agreement shall be governed and interpreted under the pro-visions of 1990 Incoterms and this Agreement shall be governed as to all matters including valitity， construction， and performance under the laws of People’s Republic of China.
Article 17 Arbitration:
All disputes arising from the performance of this Agreement should be settled through friendly negotiations. Should no settlement be reached through negotiation， the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. The Arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration organization.
IW WITNESS THEREOF: This Agreemevt shall come into effect immediately after it is signed by both partise in two original copies; each party holds one copy.
A.B.C. Corp. X.Y.Z. Corp.
BY________________ BY __________