精品专题资料（2022-2023年收藏）国际代理合同英文模版

1、International Agent ContractPrincipal:Address:Post Code:Tel:Fax:E-Mail:Agent:Address:Post Code:Tel:Fax:E-mail: Contract Number:Signature Date:Signature Place:14CONTENTS1 Scope of Authority:22 Rights and obligations of the Agent23 The rights and obligations of the Principal44 Non-exclusive agency /Ex

2、clusive agent55 Commission and Reimbursement56 Confidentiality and Intellectual Property Right77 Termination of this Contract88. Unconcluded business89. Damages810 Force Majeure911 Return of documents and samples912 No Partnership913 Severability914 Non-Waiver1015 Governing Language1016 Applicable L

3、aw1017 Arbitration10This Contract is made on the (month, date) of (year ) between )and , located at .（hereinafter referred to as “ ” or “Agent”）WHEREAS The Principal has products and services and intends to promote these products through commercial Agent.The Agent has the market knowledge, experienc

4、e and commercial network connected to the market of . The Principal agrees to appoint the Agent as its 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

5、 Parties hereby agree as follows:1 Scope of Authority: 1.1 Scope of Products and Service： 1.1.1 Transformer and related project;1.1.2 Transmission line and related project;1.1.3 Substation1.1.4 .1.2 Scope of territory: In the region of A. (country); B (region) C (region) . 1.3 Contract Term: This Co

6、ntract shall be valid for years starting from to unless terminated before the expiration date according to clause 7. 2 Rights and obligations of the Agent2.1 The agent has the right to 2.1.1 Request for the information and document necessary to conduct the entrusted business;2.1.2 Request for the co

7、mmission when the commission is due;2.1.3 Contact the potential clients and refer itself as the Principals agent; Optional A. Act under the Principals name with prior consent of the Principal in writing;B. Assist the Principal with its preparation and implementation for the project contract introduc

8、ed 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 client introduced by the Agent if necessary.2.2 The obligation of the Agent2.2.1 General obligationA. Conduct the entrusted matters dili

9、gently 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 Principals products and service within the territory of during the cont

10、ract 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, rega

11、rdless 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.ENot 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-ag

12、ents 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 th

13、e 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 t

14、he 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 Princip

15、al 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

16、 the related investors.F. Procure the Tender Documents desired by the Principal at the Principals 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 servic

17、es 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 prepara

18、tion, biding and the signing of the project contract, as well as the performance of such project contract I. 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 ent

19、itled to:AFinal 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 Agents activity;C. Participate to deal with the entrusted business directly. 3.2 The obligations of the Agent3.2.1 Pr

20、ovide 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 agent 4.1 The Principal

21、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 agent for projec

22、t/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 ot

23、her 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 Agents introduction. The Principal shall give notice to the Agent in writing within days, informing the Age

24、nt 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 Princi

25、pal by the owner of the project.5 Commission and Reimbursement 5.1 Commission A. 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 th

26、e 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 commission A. Commission against the payment of contract between the cl

27、ient 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 commission 5.3.1 The commission arises on the condition that the Principal wins the bid and contract is signed b

28、y and between the Principal and the Employer through the Agents 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 minimu

29、m 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 Princip

30、al 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

31、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

32、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 c

33、ontract 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.

34、 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 proportio

35、nately. 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 Agents cost and expenses derived out of this Contract includin

36、g the Agents office cost within the region of_, its staff，promotion，and traveling cost.Optional The 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 Commis

37、sion fee breakdown listed in Annex 1.6 Confidentiality and Intellectual Property Right6.1 All matters relating to the Principals Business including, but not limited to, financing, customers (both current and potential), suppliers, providers of service, know-how, proposed transactions, legal and tax

38、matters and any other information relating to the Principals Business which are not in the public domain, are deemed by the Parties, to be the Principals 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

39、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

40、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 Principals intellectual property right only for the purpose of this Contract or with prior consent of the Principal within his authoriza

41、tion 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

42、.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 itsel

43、f 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: U

44、nconcluded business On 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 contrac

45、t，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 n

46、egligent 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 immediatel

47、y 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

48、 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

49、 overcome by all means; (3) which is not involving the Sellers/Buyers 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 prov

50、ide 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 r

51、espect to the delayed Goods. 11 Return of documents and samples Upon 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

52、 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 sh

53、all 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

54、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

55、 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 l

56、aws of A. the PRC; B. .17 Arbitration 17.1 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 of such 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