AN AGREEMENT made this———- day of———– 2014

BETWEENT ———– of——————————————–

(here in after referred to as “The Principal”) of the

——————– Of —————————————————–


  1. The Principal appoints the Agent as his selling Agent to the exclusion of others in ———————– (hereinafter referred to as The Territory).


  2. (a) The Principal shall not ,during the currency of this agreement ,and any subsequent Agreement entered into with the Agent arising through the operation of this agreement , Appoint any other selling Agent , intermediary or middleman of any description having the power to sale , or arrange the sale or otherwise assist in the sale of any of the Principal’s goods which are subject to this agreement as listed in (3) below.




    (b)Neither shall the Principal attempt to sell direct to the parties within the territory nor to buying offices located anywhere else in the world which he knows to be purchasing goods for sale within the territory. In this latter case the Agent is solely empowered to approach the buying office on the Principal’s behalf.


    (c)All enquiries received direct from the territory by the Principal will be referred to the Agent.


    (d)The Agent will be entitled to receive , as detailed in(5)below on all sales of the Principal’s goods within the territory, howsoever arising.

  3. The Principal manufacturers —————–and the Agent shall have the sole selling rights to all such goods in the territory.
  4. The agreement shall run for ——————-,the specific date of commencement being ————–.During this period each party shall be able to terminate the agreement providing he gives the other party three months notice in writing at the address or addresses indicated in this contract ,of the intended date of such termination .upon the natural expiry of the initial period ,the Agreement shall be renewed at yearly intervals thereafter, each party having the right to determine that agreement during such period provided he gives the other party six months notice in writing at the address or addresses indicated in this contract of such intended termination .Notice of termination under this contract must be sent to the other party by registered letter post.
  5. The Agent shall be entitled to commission of ——————— (%) of the net invoice value of each order placed with the Principal arising from the territory whilst this agreement is current and also to commission at the same rate on all goods ordered from the Principal outside the territory but with the intention that these goods be sold within the territory.
  6. (a) Payment of commission by the Principal to the Agent will ,in each case ,be to an address or account nominated by the Agent and will be in the form of ————–.Such payment will be made each and every ————————-.

    (b) The Principal undertakes to supply to the Agent at ——————–intervals with a written statement of the commission ,if any, due to the Agent. Such statement will provide a detailed account as to why commission is due , demonstrating the basis for calculated figure.

    (c) Upon termination of this agreement ,or any subsequent agreement ,unless the parties state otherwise in writing the Agent shall be entitled to commission at the rate above indicated and on the above basis on all other orders placed up to the date termination becomes effective.

  7. The Agent shall exercise all reasonable care and skill in the performance of his duties and shall act faithfully on behalf of the Principal. The Principal will do all things reasonably necessary to enable the Agent to earn his due commission and will supply him with all such information as he may reasonably require.
  8. (a) The Principal will provide the Agent with all necessary sample pattern, demonstration models, catalogues , price lists and sales literature generally to enable him to conduct the agency , and the Agent shall not be liable for any loss or damage to such samples or other of the aforesaid items whether or not caused or contributed to by the negligence or default of the Agent.

    (b) The Principal shall pay carriage, freight, customs and excise duties, insurances ,and other payments reasonably necessary in respect of the said samples and other items ,including the cost delivery to the Agent in the first place and their returns to the Principal or as the Principal may order on the termination of the Agency.

    (c) The Agent shall have a lien on any such samples or other items in his possession in respect of any moneys outstanding from the Principal by way of commission or expenses or any other sums due to him from the Principal.

  9. The Agent will forward to the Principal all enquires he may receive and shall not (without express authority in writing) enter into any contract on behalf of the Principal nor bind or attempt to bind them in way. Nor shall the Agent (without express authority in writing) receive any cheques or money on behalf of the Principal.
  10. The Principal shall forward all goods which they agree to sell to customers in the said area direct to such customers together with invoices and other documents in respect of any such sale but they will at all time of sending the customers any such invoices or other documents sent to the Agent a duplicate or copy thereof and they will also send a copy or duplicate of every order when received to the Agent.
  11. (a) The Agent may upon presentation of any account in respect of commission by the Principal request an extract from the account and other books of the Principal relating to such commission , and the principal shall deliver to the Agent an extract from all such relevant books

    (b) where the Principal fails to deliver such an extract or where the accuracy of such extract is disputed by the Agent ,the Agent shall be entitled either personally or by his accountant or other representative acting on his behalf , to inspect the relevant books and accounts of the Principal.

  12. The Agent shall not be entitled to commission on the amount of any invoice if such amount shall be wholly or partly lost by the reason of the insolvency of the customers, and in the event of any commission having already been paid in respect of such amount the same shall be refunded by the Agent to the Principal.
  13. (a) In the event of the agency lawfully being terminated by the Principal for any reason other than willful misconduct on the part of the Agent, the Agent shall be entitled to an amount to be paid to him by the Principal by way of compensation for loss of goodwill suffered by the Agent.

    (b) Such compensation shall be an amount equal to the average annual sum earned by the Agent in respect of commission under the agency during the five years immediately preceding the said termination.

    (c) In the event of the agency having subsisted for a shorter period than five years , the amount of the compensation shall be average annual sum of the entire period of the agency.

    (d) Where the Agent has completed more than five years as Agent to the Principal the amount in compensation shall be increased by 2.5% in respect of each completed year of service.

    (e) Such compensation is payable three months after the termination of the agency.

  14. The Agent shall not be liable to the Principal for any default on the part of the buyer.
  15. This agreement drafted in accordance with Laws of —————————– and any dispute must be settled in the ————— .

    In witness whereof the parties to the Agreement have signed their names below.




    Signature———————————– signature ———————————-

    For the Principal For the Agent




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