AGENCY CONTRACT

This Agency Agreement (the "Agreement") is made and entered into this [Effective Date], by and between [Your Company Name], having its principal place of business at [Your Company Address], hereinafter referred to as the "Principal", and [Agent's Name], [Agent's Number], having its principal place of business at [Agent’s Address], hereinafter referred to as the "Agent".

1. APPOINTMENT

By the terms outlined in this Agreement, the party designated as the Principal is formally extending appointment to the party identified as the Agent. The core responsibility of the Agent, under this assignment, will be to serve as the exclusive representative for the Principal. This entails undertaking all sales-related activities, alongside the promotion of the Principal's products and services. The powers and duties of the Agent concerning sales and promotions are strictly constrained to the geographical region previously outlined and defined in this Agreement.

2. DUTIES OF THE AGENT

The Agent will use all reasonable endeavors to promote and sell the Products within the Territory, including but not limited to the following:

a) Promoting the Products in the Territory;

b) Finding potential customers;

c) Providing all necessary support and information to potential customers.

3. COMMISSION

The Principal has agreed to remunerate the agent for their services with a commission. This commission will be calculated as a percentage of the total sales price, the specific rate of which is defined as [Commission Rate]%. Importantly, this total sales price will not include any Value Added Tax (VAT) that may also be charged on the transaction. This commission payment will be made for each transaction that is completed.

4. COMMISSION AND PAYMENT TERMS

• The Agreement starts on the [Start Date] and lasts for [Contract Duration], but could end early if conditions outlined in the document are met.

• In consideration for the services provided by the Agent, the Client agrees to pay the Agent a commission of the total value of any transactions or agreements facilitated by the Agent during the term of this Contract.

• Payment shall be made to the Agent within 30 Days of receipt of payment from the Client's counterparties.

5. EXCLUSIVITY CLAUSE

Throughout the duration for which this Agreement remains effective and valid, the individual or entity identified as the Agent is under the obligation not to represent, endorse, or promote any products or services that are in competition or that would potentially compete with those provided by the individual or entity identified as the Principal. The Agent cannot represent products or services competing with those of the Principal's within the terms of this Agreement.

5.1 Scope of Exclusivity: The exclusivity clause prohibits the Agent from engaging with products or services that directly compete with those offered by the Principal, safeguarding the Principal's market position and ensuring undivided loyalty from the Agent.

5.2 Duration and Enforcement: Throughout the agreement, the Agent is bound by the exclusivity clause, which serves as a contractual commitment to refrain from promoting rival products or services, thereby maintaining the Principal's competitive edge and market share.

5.3 Protecting Market Integrity: By adhering to the exclusivity clause, both parties ensure the preservation of market integrity, preventing conflicts of interest and fostering a relationship built on trust and mutual benefit.

6. CONFIDENTIALITY

The Agent is hereby strictly forbidden, at any given time, from revealing, sharing, or disclosing any information that is deemed confidential to any person, establishment, or party outside of this agreement, without clear and explicit consent that has been given in written form by the Principal.

7. TERMINATION

This Agreement has a stipulation that permits termination by any party involved. The terms for the termination involve the party wishing to terminate the Agreement to present a written notice to the other party. This written notice needs to be given within a specified notice period, referred to as the [Notice Period], before the expected termination date.

8. AGENT’s INDEMNITY

The Agent is obligated and hereby agrees to protect the Principal by covering all claims and financial losses that may arise in connection with any breach of this Agreement on the part of the Agent. This indemnification is intended to safeguard the Principal against any potential legal liability or financial harm that could result as a consequence of the Agent's failure to fulfill its obligations or comply with the terms and conditions as outlined in this Agreement.

9. GOVERNING LAW

The laws of [Jurisdiction] will be the governing authority for this Agreement.

10. DISPUTE RESOLUTION

In the event of a dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through friendly consultation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[PRINCIPAL'S NAME]

[DATE SIGNED]

[AGENT'S NAME]

[DATE SIGNED]

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