佣金合約範本
05-06-2012

我們曾經提過簽訂代理合約應注意的要點,以下提供一份英文代理合約(佣金合約/Commission Agreement)的範本,此範本適用於非獨家的代理商,雖然是非獨家,但仍有對代理商競業禁止的規定,只是規定的方式較為寬鬆。此範本簡潔俐落,但重要的條款均有列入,可說是麻雀雖小五臟俱全。不過,任何的合約範本都無法直接套用在每一個個案,範本只是作為參考,還請需求者詳讀後依照各自的條件與需求增刪修改相關條款。

COMMISSION AGREEMENT


PARTIES: AAA ("PARTY A")

(a [ ] Corporation)


BBB("PARTY B")

(a [ ] Corporation)


DATE: [ ]


AGREEMENT


1. Services to be rendered. PARTY B hereby retains PARTY A to provide the sales services to PARTY B as a Sales Agency with the following terms.

To be non-exclusive world-wide sales agent for all present and future products and services to be specified by PARTY B in writing with the following authority:

(a). Identify customers for PARTY B products and services;

(b). Within such limitations relating to price, delivery and other key terms as PARTY B may from time to time specify in writing, and subject to acceptance by PARTY B (by telex or otherwise) negotiate sales contracts as PARTY B's agent;

(c). Monitor contract performance by the customer, including acceptance of delivery, payment, etc.

2. Compensation to PARTY A. For services hereunder, PARTY B shall monthly compensation to PARTY A in respect of net export sales, pay as follows:

(a). For monthly export sales amount of less than US$[ ] million, [ ]% of the sales amount.

(b). For monthly export sales amount of more than US$[ ] million, the compensation is the total of the amount calculated per (a) above plus [ ]% of the sales amount over US$[ ] million.

The above scheme of compensation payment is applicable from [ ] to [ ]. Compensation payment thereafter is subject to further negotiation on a yearly basis between PARTY B and PARTY A.

All payments to PARTY A shall be in US dollars.

Currency conversions, where necessary, shall be based on prevailing free-market rates of the time the payment is earned (not at the time of payment) as quoted in the Wall Street Journal or other authoritative source.

3. Term of Agreement. This agreement is effective from [ ] and shall expire on [ ] unless earlier terminated by (i) mutual agreement, or (ii) PARTY B on at least 30 days' prior written notice with or without cause. Neither expiration nor termination of this Agreement shall terminate the obligation of PARTY B to pay PARTY A for services rendered with respect to sales following such date that result from orders received prior to such date.

4. Representative and Covenants.

(a). PARTY A agree to use its best efforts to perform its obligations hereunder and to give priority to PARTY B over all other customers of PARTY A in terms of management time, and efforts. PARTY A will not enter into any management consulting, sales, agency or similar relationship, nor engage in activities, that would result in a conflict with PARTY A's duties under this Agreement.

(b). Each party will provide to the other on a regular basis such documentation as may reasonably be required to enable the other party to be assured of compliance with this Agreement, and shall permit the other party to inspect its books of account and other records at such a reasonable time as the other party may request.

(c). All confidential information received or learned by PARTY A relating to PARTY B's business and products shall be kept in confidence by PARTY A and neither used by PARTY A nor disclosed to any other person for any purpose outside this Agreement.

(d). PARTY A shall make use of PARTY B trademarks only as PARTY B may authorize from time to time, and PARTY A disclaims forever any proprietary rights to or interest in such trademarks.

5. Governing Law and Jurisdiction. This Agreement shall be governed and construed under the laws of [ ] unless the parties agree in writing to voluntary arbitration the Courts in [ ] shall have exclusive jurisdiction to hear and decide any case or controversy arising out of this Agreement.

Each party consents to in person the jurisdiction over it by such courts and to service of process by registered mail sent to its principal business address.



AAA.


BY:

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BBB.



BY:

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