如何起草代理或经销协议？
Key Points of Export Agency Agreement: 出口代理协议要点：
Date, Name, head office, and place of business of the exporting company and that of the foreign firm.
1. Appointment 指定
The company officially appoints the foreign firm as its sales representative for the specified products in the specified foreign market.
2. Territory地域
The geographical area for which the sales representative will be responsible is specified.
3. Term and Scope 期限和范围
The period for which the Agreement is to remain in force is indicated and to govern all transactions between the company and the Sales representative.
4. Importer Responsibilities 进口商的责任
# The Sales Representative agrees to maintain an adequate sales organization and use its best efforts to sell the Company''s product in the assigned territory.
# To maintain active contacts with the customers, to keep the Company fully informed of all governmental, commercial, and industrial activities and plans that could affect the sale in the assigned territory.
# To provide market information to the company; to recommend improvements to sales plans, assist in developing sales strategy and clarify customers'' product requirements.
# To transmit, on request, proposals and technical data to customers, interpret customer inquires, requirements, attitudes, and to assist in contract negotiations.
# To perform customer liaison services with regard to any customer order for the Company''s products.
5. Exporter Responsibilities出口商责任
# The Company agrees to keep the sales representative advised of new prospects, sales plan and objectives for its market.
# To provide the representative with informative and advisory materials about the business practices to be followed.
# To support the representative with printed commercial and technical data and information and to pay compensation as specified.
6. Compensation佣金
The Company agrees to pay a commission to the Agent based on the net sale price (FOB factory) of the products sold; in dollars; and within (30) days of the Company receiving payment from the customer.
7. Relationship of Parties 双方关系
# The Sales Representative agrees to keep the Company notified of any change of ownership, control, or management and agrees not to use anyone other than a principal officer, or regular employee of its firm, to sell the company''s products (i.e. no sub-contracting).
# Acknowledges its legal status as an independent contractor to the Company and not a legal representative or agent and cannot enter into legally binding contracts on behalf of the Company.
8. Expiration or Termination 期满或终止
The contract will expire at the end of the stated period unless renewed by written agreement of both parties.
9. Termination 终止
# The Agreement may be terminated earlier by 60 days'' notice in writing, with or without cause, by either party to the other or if the Sales Representative attempts to assign the Agreement to someone else without written consent.
# If there is a change in the control or management that is unacceptable or uses the services of anyone unacceptable, if the Representative stops doing business or becomes insolvent.
10. Obligation on Expiration or Termination期满或终止后的责任
# The obligations of both parties under the Agreement continue with regard to customer orders received before termination or orders received within six months of termination, commission is payable if the order is the result of the Representative''s efforts.
# No other liability exists between the Company and the Sales Representative.
11. Private Information 保密信息
The Sales Representative agrees to hold in confidence and safeguard all business and technical information that it receives from the Company.
12. Company Trademarks and Trade Names 公司商标和商号
The Sales Representative agrees to abide by the Company''s regulations regarding its trademarks and trade names and agrees not to do anything detrimental to them or the Company''s reputation or its products.
13. Limitations of Liability 责任限制
Neither party is to have any liability to the other party in contract, except as provided under the terms of the agreement.
14. Release of Claims权利请求豁免
The Sales Representative, on signing of the Agreement, releases the Company from any claims it might have.
15. Failure to Enforce未履行
If either party fails to enforce any provision of the Agreement at any time, the exporter still retains the right to do so later on.
16. Notices 通知
These may be sent to the other party by: registered Airmail, telegram, cable, fax, E-mail or telex at the stated address.
16. Execution and Modifications 履行与修订
This provision states that this is the only and entire Agreement between the parties when duly executed with regard to sales representation in the specified country. It also states how the Agreement may be modified, if and when necessary
