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Exclusivity Contract

This exclusive agency agreement appoints Company X as the exclusive commercial agent to represent Company Y's products in Territory Z for 10 years. It obligates Company X to order a minimum of 2 containers of products per year from Company Y. In return, Company Y agrees not to negotiate sales of its products in Territory Z with any other entities as long as Company X meets its obligations. The agreement may be terminated by either party for noncompliance and includes provisions around notices, headings, counterparts, third parties, entirety, severability, language, governing law, and mediation/arbitration.

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Christelle Vaval
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385 views4 pages

Exclusivity Contract

This exclusive agency agreement appoints Company X as the exclusive commercial agent to represent Company Y's products in Territory Z for 10 years. It obligates Company X to order a minimum of 2 containers of products per year from Company Y. In return, Company Y agrees not to negotiate sales of its products in Territory Z with any other entities as long as Company X meets its obligations. The agreement may be terminated by either party for noncompliance and includes provisions around notices, headings, counterparts, third parties, entirety, severability, language, governing law, and mediation/arbitration.

Uploaded by

Christelle Vaval
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
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EXCLUSIVE AGENCY AGREEMENT

 
This Agreement, to be called a “Exclusive Agency Agreement”, is made as of this _____
day of ________________, 2014 by and among:

1. X, having offices at [•] duly represented by Mr. [•] identified by his passport No. [•]
hereinafter referred as the SELLER;

AND

2. X, having offices at [•] duly represented by Mr. [•] identified by his passport No. [•]
hereinafter referred as the BUYER;

WHITNESSETH:

WHEREAS the Seller is a manufacturing company established in [•] that produces a full
range of products, including crackers under the brand “[•]”;

WHEREAS the Seller would like to sell its products in [•];

WHEREAS the Buyer is a registered company under the laws of [ •] that whishes to
represent the Seller’s products;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and


agreements hereinafter set forth, the Parties have agreed as follows:

SECTION 1. OBJECT

The Seller hereby entrust the Buyer as its Exclusive Commercial Agent to represent its
products in the [•] territory.

SECTION 2. TERM

The current Agreement is valid for a period of 10 years, starting from [•] to [•], renewable.

The Parties agree, everything being equal, the Buyer has a right of first refusal for the
renewal of this Agreement.

SECTION 3. OBLIGATION OF THE BUYER


The Buyer should order a minimum of 2 full 20 feet containers of the products
manufactured by the Seller per year.

SECTION 4. OBLIGATION OF THE SELLER

The Seller agrees that if the Buyer respects its obligations set under this Agreement, it
will not negotiate with any other entity for the [•] market.

SECTION 5. TERMINATION

Each Party reserves the right to unilaterally terminate this Agreement in case of non-
compliance by the other one with any one of the clauses in this Agreement. In such a
case, the cancellation can be immediate without the need to go to court or recourse to any
other formalities, all of which without prejudice to the Victim Party’s right to prosecute
the other one for the collection of overpayments, of all accessories and other indemnities
that might be due for any other cause.

SECTION 6. NOTICES

Any notice or other communication required or permitted to be given between the Parties
under this Agreement shall be in writing and delivered by (i) certified mail, return receipt
requested (or the equivalent), (ii) hand delivery with receipt acknowledged, or (iii)
reputable overnight courier service that provides a delivery receipt to the following
addresses or to such other address as a party may specify upon thirty (30) days prior
written notice given in accordance with section:

If to Seller: _
_____
_ ___

If to Buyer: _
_____
_ ___

SECTION 7. HEADINGS

The captions or headings of the sections of this Agreement are inserted only for
convenience and ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.
SECTION 8. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

SECTION 9. NO THIRD-PARTY BENEFICIARIES

This Agreement is for the sole benefit of the Parties and nothing herein, express or
implied, shall give or be construed to give to any person or entity, other than the Parties,
any legal or equitable rights hereunder.

SECTION 10. ENTIRETY OF THE AGREEMENT

This Agreement, as well as any other contract, agreement, annex it refers to, constitutes
the final, complete and exclusive expression of the terms of the contract between the
Parties covering the object of this Agreement. This Agreement replaces any other
previous or current contract, agreement, understanding and annex not expressly
mentioned in it. None of the Parties signed this Agreement based on another contract,
agreement, promise, engagement or guarantee other than the ones expressly included and
described in this Agreement.

SECTION 11. SEVERABILITY

In case an article or one of the provisions in this Agreement is declared null and void by a
Court that has jurisdiction, said nullity shall not affect the other provisions or articles in
this Agreement that would remain valid.

SECTION 12. LANGUAGE

This Agreement, and any written communications or other documentation related thereto,
shall be written in the English language. This Agreement may be translated in any other
language, provided only the English version shall have legal validity and effect where
permitted by applicable law.

SECTION 13. GOVERNING LAW


This Agreement shall in all respects be governed by and construed in accordance with the
laws of the [•] without giving effect to its rules on conflicts of laws.

SECTION 14. MEDIATION/ARBITRAGE

[•]

We, X hereby affix the signature and the official seal of the company for authentication.

The [•], should fulfill the obligation and affix the signature and the official seal of the
company for authentication.

Certified by:

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