Sample Foreign Representation Agreement printable pdf download

Sample Foreign Representation Agreement

THIS AGENCY AND DISTRIBUTION AGREEMENT (the "Agreement") is made as of the ________ day of

________, 2001, by and between ABC Co., a Maryland corporation with its principal place of business at

Baltimore, Maryland (the "Company"), and MNO Co, a French company with its principal place of business at

Paris, France (the "Agent/Distributor").

The parties agree as follows:

Appointment as Exclusive Agent/Distributor. The Company appoints the Agent/Distributor as its exclusive

representative on a global basis/or DESIGNATE BASIS to [SCOPE OF DUTIES] for the Company and to

distribute _______ (the "Products").

Note: For a non-exclusive appointment, add the following: The Agent/Distributor recognizes that the

Company has appointed, or may appoint, other representatives to solicit contracts and work on its behalf

and has appointed, or may appoint, other representatives for purposes other than the specific solicitation

of work on its behalf.

Territory; Other Agreements not Barred.

The Agent/Distributor's sales territory shall consist of

____________.

Duration. This Agreement shall become effective on _________ , 2001, and shall continue in force for a

period of

years, unless sooner terminated as provided herein.

Compensation.

Performance of Agent/Distributor.

The Parties agree that the minimum standard for satisfactory

performance by the Agent/Distributor shall be achieved when the Agent/Distributor (sells/distributes) not

less than $U.S._____ worth of the Products within a _______ period (or) ______ units of the Products

within a______period. Should such minimum performance fail to be achieved, the Company reserves the

right to and may immediately terminate this Agreement pursuant to the provisions of Section 11 of this

Agreement.

Covenant Not to Compete. Neither the Agent/Distributor nor any affiliated company (which the parties

agree shall mean any entity in which the Agent/Distributor holds, directly or indirectly, at least 20% of

the issued share capital) shall engage, directly or indirectly, for the duration of this Agreement and for a

period of five (5) years following the termination of this Agreement in the solicitation of contracts or work

for any company having an organization, purpose and business plan substantially similar to those of the

Company.

Confidentiality Assured; Remedies. Except as may be required by law, the Agent/Distributor shall not use

or disclose confidential information obtained, either directly or indirectly, from the Company, as the case

may be, concerning the Company's business development and strategy, internal operations, financing or

business activities.

The Agent/Distributor acknowledges and agrees that it would be difficult to fully compensate the

Company for damages resulting from the breach or threatened breach of the on-going provisions, and,

accordingly, agrees that the Company shall be entitled to temporary and injunctive relief, including

temporary restraining orders, preliminary injunctions, permanent injunctions, to enforce that such

provisions upon proving that it has suffered or that there is a substantial probability that it will suffer

irreparable harm, and without the necessity of posting any bond or other undertaking in connection

therewith. This provision with respect to injunctive relief shall not however, diminish the Company's right

to claim and recover damages.

Company's Duties. The Company, will, in a timely fashion, provide the Agent/Distributor with sufficient

data concerning the Products, and will exercise its best efforts to assure an adequate supply of the

Products to the Agent.

The Company further agrees to provide the Agent/Distributor with such

information as is reasonably necessary for the Agent/Distributor to conduct its business.

10. Agent/Distributor's Duties. The Agent shall use its best efforts to promote the sale of the Products, and

will abide by the Company's policies as they are communicated to it. The Agent/Distributor will devote

such time as may be reasonably necessary for the purpose of soliciting such contracts and other work.

11. Termination; Work-in-Progress. Except as otherwise provided herein, either party may terminate this

agreement by giving the other party written notice of at least

( ) ________ prior to the effective

date of termination. Upon receipt of notice of termination the Agent/Distributor shall not commence work

on any new solicitation, unless specifically agreed to between the parties, but it shall complete such

negotiations as it has at that time undertaken. All of the rights and duties of the parties shall continue

during such notice period. If either the Company or the Agent/Distributor desires to terminate all work-

in-progress on solicitations commenced before receipt of the notice of termination, it may do so only upon

Sample Foreign Representation Agreement

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