2021年1月23日发(作者：航空城)
Private & Confiential


AGENCY AGREEMENT

Issue 01

Between
A Company
(Short as A)

add : ***
–
hereinafter referred to as the
–

and
B Company ,
(
Short as B)

add:

***

hereinafter referred to as the

Now therefore, in consideration of the premises and the mutual agreements and covenants herein contained,
the parties hereto hereby covenant and agree as follows:



1. Agent / Distributors Position
As of February 1
st
2017 the Agent / Distributor, as independent area representative, shall assume the sole
agency for the Principal in the following territory: (Sichuan, Chongqing, Shanghai, Jiangsu, Zhejiang,
Yunnan
–
all products and services provided by A) (hereinafter referred to as the territory)

Issue 01 (1st Dec 2011)

Private & Confiential

The Principal may not enter into dealings with the clients in this Territory itself.
For the duration of the
Agreement the Principal undertakes to refrain from any business dealings with any clients or potential cli-
ents in the Territory without the prior consent of the Agent / Distributor.
From time to time the Agent / Distributors business dealings may take them beyond the agreed territories;
this will be agreed on a case by case basis prior to this taking place.
Clients or potential clients which directly contact the Principal shall be redirected to the Agent / Distributor.
Written requests as well as all other correspondence shall be forwarded to the Agent / Distributor immedi-
ately.

The Agent / Distributor is entitled to engage support staff or sub-agents to assist it in its activities without
this causing the Principal to be contractually obliged. The Agent / Distributor shall ensure that any such
assistant personnel observe the obligations set out in this Agreement. The Agent / Distributor is liable for
the default of his support staff or sub-agents to the same extent as it is liable for actual fault.

The Agent / Distributors objective / target is to develop substantial new business for the agreed products.
From time to time the Agent / Distributor may need to obtain the assistance of Sub Agents / Distributors;
this is acceptable subject to agreement with the principle.
On some occasions Chinese customers may place orders direct with the Agent / Distributor having used the
principles prices. Where this occur the Agent / Distributor will be treated as a customer.
2. Agent / Distributors Authority
The
Agent
/
Distributor
shall
negotiate
sales
contracts
for
the
Principal.
The
Agent
/
Distributor
is
not
authorised to represent the Principal contractually or to collect client payments therefore.


The Agent / Distributor may only carry out independent business transactions with the prior consent of the
Principal.

Issue 01 (1st Dec 2011)

Private & Confiential

3. Subject
The Agent / Distributor shall carry out its activities with respect to all products sold by the Principal, in-
cluding any future products, as well as to all other services offered by the Principal.

4. Duties of the Agent / Distributor
The Agent shall protect the interests of the Principal, keep it informed as necessary and carry out its activi-
ties with the prudence of a responsible business person. The Agent / Distributor shall observe the market,
make enquiries as to sales possibilities and promote the Principal's products. They shall observe any direc-
tions and guidelines which may be applicable issued by the Principal. In issuing instructions to the Agent /
Distributor the Principal will respect the Agent / Distributors independent status.

In particular, it is the Agent / Distributors duty, a) to develop new business contacts and consult the clients
regularly. In this respect the Agent / Distributor shall observe the Principal's standards with regard to the
intensity of customer care and the frequency of visits. b) to observe the commercial and legal relationship
of the clients, immediately inform the Principal of any changes in the legal relationship or management of
the clients as well as any doubts with regard to credit- worthiness, and to assist the Principal in any investi-
gation regarding ability to pay. With respect to each new client the Agent / Distributor shall itself carry out
a credit check. c) to saAuard the Principal's client data base handed over on commencement of this Agree-
ment and to keep it up to date. d) not to exploit or disclose to third parties any trade secrets confided to it or
known to it through its activities. This shall also be applicable after termination of this Agreement. e) to
observe the Principal's general terms of business and/or delivery as well as price lists insofar as the Princi-
pal has not, in individual cases, consented to special conditions in writing.

The Agent / Distributor shall regularly report to the Principal, as set out below, with regard to client con-
tacts, efforts with respect to the agency, market conditions and other information of importance to the Prin-
cipal. The Agent / distributor shall use the forms provided by the Principal for this purpose where required
to do so. The Principal is entitled to stipulate the type, content and frequency of such reports and further-
more may request such information from the Agent at any time.

-
-
Monthly report
Customer visit reports
Issue 01 (1st Dec 2011)

Private & Confiential

-
-
Biannual meeting (in UK & China)
Sales forecast information
The Agent / Distributor shall inform the Principal of every business dealing without delay by submitting
the order form signed by the client and shall continue to keep the Principal up-to-date with developments
by forwarding copies of correspondence.

At the request of the Principal the Agent / Distributor is obliged to attend specialist trade fairs at which the
Principal is represented as well as to attend working conferences.

On termination of this Agreement the Agent / Distributor shall immediately return all documents and mate-
rials in its possession which belong to the Principal, in particular client files, correspondence with the cli-
ents, EDP client data and objects that the Agent / Distributor received from third parties for the Principal in
the course of its activities.


5. Duties of the Principal
The Principal shall provide the Agent with the following materials necessary to carry out its activities:


-
-
-
-
-
documents regarding the Principal's delivery and service programmes

product descriptions, manuals etc,

advertising and demonstration material,

price lists & quotations

order forms with the terms and

conditions of business.


All material shall remain the property of the Principal and the Principal may require the return of such ma-
terial insofar as it has not been used appropriately. On continuation of the contractual relationship this may
be requested only in return for more up-to-date material.

Issue 01 (1st Dec 2011)

Private & Confiential

The Principal shall support the Agent / Distributor to its best abilities in carrying out its activities and shall
always supply it with the required information and data.


Required information includes details regarding intended and enforced changes to price, delivery or service
programmes as well as planned co-operation and mergers with other companies.

The Principal is obliged to process the client request for quotation and orders forwarded to it by the Agent /
Distributor quickly and to confirm the order without delay. If the Principal is concerned about accepting an
order from a client it shall inform the Agent / Distributor of this immediately and provide the Agent / Dis-
tributor with an opportunity to comment. The Principal shall inform the Agent / Distributor without delay
of the acceptance or refusal of any business dealing arranged by the Agent / Distributor
The Principal shall inform the Agent / Distributor in an appropriate manner of any negotiations or planned
or concluded dealings with clients or potential clients within the Agent / Distributors Territory, which arose
without the Agent / Distributors involvement, and the Principal must turn the client or potential client over
to the Agent /Distributor.

If the Principal intends in the future to conduct business dealings to an extent which is considerably less
than can be expected, or if it assumes that developments (e.g. in the market or the financial situation of the
Principal etc) shall force this to happen, it shall inform the Agent / Distributor hereof immediately.

The Agent / Distributor shall be informed three months ahead of any intended sale of the Principal's com-
pany.

6. Competition Ban
During the term of this Agreement the Agent / Distributor may not enter into direct or indirect competition
on its own or for another's account to the disadvantage of the Principal, nor may it prepare such competitive
activities, without the Principal's written consent. The Agent / Distributor may not, itself or through third
party competing firms that manufacture or market the same or similar products, represent, itself or through
a third party directly or indirectly participate in, or otherwise benefit such firms. This is also applicable to
the managing director and shareholders of the Agent / Distributor if the Agent / Distributor is a company.
Where applicable the Agent / Distributor must ensure that this competition ban is observed by these people
by concluding corresponding agreements.

Issue 01 (1st Dec 2011)

Private & Confiential


7. Remuneration
The Agent / Distributor shall receive commission, % to be agreed on a order by order basis for business
dealings developed by the Agent / Distributor during the term of this Agreement with clients in the Agent' /
Distributors Territory, payable upon paid invoices received by the principle from customers and clients.
Commission is payable on new orders only listed in the appendices, commission is not payable on existing
contracts.
The commission shall be calculated from paid invoices, without value added tax, minus certain ancillary
costs (transportation, customs, packaging etc.), quantity volume discounts and discounts for long-standing
clients.

Commission will be worked out by the principle on a monthly basis and paid to the Agent / Distributor 14
working days after receipt of paid full amount invoice form the customer.


If the Agent / Distributor purchases products from the Principal and sells to clients in its territory directly,
there
’
s no commission.
The Agent / Distributor is not entitled to work outside of its Territory without the consent of the Principal.
The Agent / Distributor shall only be entitled to commission if, on conclusion of the business deal or with
respect to repeat orders at the time of the repeat order, the client has its main place of business within the
Agent
/
Distributors
Territory.
With
respect
to
business
conducted
at
trade
fairs
the
parties
hereto
shall
agree on special commission terms prior to the commencement of the trade fair.

Where a business deal is concluded with a client only after this Agreement has terminated, the Agent / Dis-
tributor shall only be entitled to commission if

a) it arranged the deal itself or introduced and prepared it in such a way that the conclusion was mainly due
to its activities, and the deal is concluded within three months of the termination of this Agreement, or

b) the Agent / Distributor or the Principal received notification from the client that the deal would be con-
cluded prior to the termination of this Agreement.

Issue 01 (1st Dec 2011)