2024年2月19日发(作者：适马dp2m)

独家代理销售合同英文

Exclusive Sales Agency Agreement

This Exclusive Sales Agency Agreement (the “Agreement”) is

made on the [date] between [Company A], a [country]

corporation, with its principal place of business at [address]

(“Principal”), and [Company B], a [country] corporation, with its

principal place of business at [address] (“Agent”).

WHEREAS, Principal is engaged in the sale of

[products/services]; and

WHEREAS, Agent desires to serve as the exclusive sales agent

for the sale of such products within the territories of [territories];

NOW, THEREFORE, in consideration of the mutual covenants

and promises contained herein, and other good and valuable

consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:

1. Appointment

Principal hereby appoints Agent as its exclusive sales agent in

the territories of [territories] for the sale of [products/services].

Agent accepts such appointment and agrees to use its best efforts

to promote and sell such products in the territories and to act in

good faith in the performance of its obligations under this

Agreement.

2. Term

This Agreement shall commence on [date] and shall continue

for a period of [term] (the “Term”), unless earlier terminated as

provided herein. This Agreement may be renewed upon mutual

agreement of the parties.

3. Territory

The territory of this Agreement shall be the territories of

[territories].

4. Sales and Marketing

Agent will use its best efforts to promote and sell the

products in the territories. Agent shall conduct its activities in

accordance with all applicable laws and regulations.

5. Pricing and Payment

Price of the products sold shall be set by Principal. Agent

shall be entitled to a commission based on the value of the

products sold during the Term. Commission rates and payment

terms shall be as set forth in Schedule A attached hereto.

6. Obligations of Agent

Agent shall perform its duties hereunder in a diligent and

professional manner. Without limiting the generality of the

foregoing, Agent shall:

(a) devote sufficient time and resources to the selling

activities contemplated hereunder;

(b) maintain appropriate facilities and personnel necessary

for the purposes of selling the products;

(c) keep accurate records of receipts, sales and returns

relating to the products;

(d) provide such reports as may be reasonably requested by

Principal from time to time; and

(e) not engage in any activities that would harm the

reputation of Principal.

7. Obligations of Principal

Principal shall perform its duties hereunder in a diligent and

professional manner. Without limiting the generality of the

foregoing, Principal shall:

(a) provide Agent with all necessary sales and marketing

materials;

(b) provide technical assistance and training to Agent, as

necessary;

(c) timely deliver the products to Agent;

(d) provide such reports as may be reasonably requested by

Agent from time to time; and

(e) not engage in any activities that would harm the

reputation of Agent.

8. Termination

(a) Either party may terminate this Agreement at any time

upon [notice period] days prior written notice.

(b) Either party may terminate this Agreement immediately

upon the other party’s breach of a material term of this

Agreement.

9. Remedies

In the event of any breach of this Agreement by either party,

the non-breaching party shall have any and all rights and

remedies available under law, including without limitation the

right to recover damages and terminate this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in

accordance with the laws of [country].

11. Confidentiality

Agent shall keep confidential and not disclose to any third

party any information it obtains in connection with this

Agreement, except as required by law.

12. Entire Agreement

This Agreement constitutes the entire understanding of the

parties and supersedes all prior negotiations, understandings and

agreements between them, whether verbal or written. This

Agreement may not be amended except in writing signed by both

parties.

IN WITNESS WHEREOF, the parties have executed this

Exclusive Sales Agency Agreement as of the date first above

written.

[Company A]

By:

Name:

Title:

[Company B]

By:

Name:

Title:

Schedule A – Commission Rates

The commission rate payable to Agent shall be [rate]% of the

net sales value of the products sold by Agent in the territories.

Payment of commission shall be made [payment terms].