APPOINTMENT OF SELLING AGENT FOR SPECIFIED AREA

Date:

___________________________________________________________________________(hereinafter called the company) of the ONE PART

AND

__________________________________________________________________________ (hereinafter called the agent)

WHEREBY IT IS AGREED as follows:

1.      The company hereby appoints the agent as its sole selling agent in the areas described in the first schedule hereto (hereinafter called the territory) to obtain orders from business houses therein for the products of the company set out in the second schedule hereto (hereinafter called the products) on the terms and subject to the conditions hereinafter set out.

2.      The agency hereby created shall commence on the _______ day of 20____ and shall continue until determined as hereinafter provided.

3.      It shall be the duty of the agent to use his best endeavours to maintain and increase the sale of the products and to represent properly the interests of the company within the territory by systematic canvassing either personally or with the assistance of his travellers by assisting in advertising schemes which the company may organise within the territory and in all other practicable ways. Provided always that the agent shall not incur any expenditure on advertising except with the previous express authority of the company in writing.

4.      All orders solicited by the agent shall be solicited only at the prices and on the conditions of sale set out in the company’s current price list applicable to the territory unless the previous express authority of the company in writing has been obtained.

5.      All orders obtained by the agent shall be forwarded immediately to the company at its registered address or such other address as may subsequently be notified to the agent.

6.      In consideration for the services to be performed by the agent for the company the company agrees to pay the agent an annual sum of Rs _________ payable in arrear in equal instalments at intervals of ______ month and in a commission of _______ per cent on the invoiced price (less Income-Tax) of orders executed on behalf of customers introduced by the agent including repeat orders from those customers. No commission shall be payable in respect of bad debts or on replacements made free of cost by the company.

7.      The commission payable in pursuance of clause 6 hereof shall be payable at the end of each (month) (quarter) in respect of invoices paid in full during that (month) (quarter) except that where payments by customers are made in instalments the agent shall be credited with proportionate part of the commission on receipt by the company of each such instalment and the instalment shall be deemed to be payment in full for the purpose of determining the commission payable in the appropriate period.

8.      The agent shall during the continuance of this agreement in all matters act loyally and faithfully to the company and during the continuance of this agreement and for a period of _______ years after the termination of this agreement for any cause whatsoever shall not engage or be interested either directly or indirectly whether as principal agent or employee in any business competing with that of the company within a radius of ______ miles form ______.

9.      The company may determine the agency immediately at any time hereinafter on the happening of any one or more of the following events:

a.       Should the agent die or in the opinion of the company from any cause become incapable of carrying out the terms of the agency and his duties hereinafter.

b.      Should the agent become bankrupt or make composition with his creditors or being a company go into liquidation either voluntary or compulsory or should the agent’s position at any time be such that in the opinion of the company it is inexpedient for the agent to continue to act as agent.

c.       Should the agent being a partnership firm without the written consent of the company previously given alters the constitution of the firm either by dissolution or by retirement of a partner or by taking any new partner or partners or otherwise change the constitution organisation or management of the agent’s business.

d.      Should statutory restrictions be levied upon the agent’s goods.

10.  The agency may subject as aforesaid be terminated at any time by either party giving to the other three calendar months’ notice in writing. Provided that the company may if it so chooses pay to the agent in lieu of notice a sum equivalent to one quarter of the amount of commission earned by him during the four completed quarters of the agent’s service hereunder immediately prior to the date of the termination of the agency or if the agent’s service is less than one year then a sum equivalent to the amount of commission earned by the agent during the last completed quarter of the agent’s service.

11.  Any dispute difference or question which may arise at any time hereafter between the company and the agent touching the true construction of this agreement or the rights and liabilities of the parties hereto shall unless otherwise herein expressly provided, be referred to the decision of a single arbitrator to be agreed upon between the parties or in default of agreement to be appointed at the request of the either party in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force.

AS WITNESS etc.

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