Agency in Foreign Country

This agreement is made between a manufacturer and an agent whereby the agent is

located in a foreign jurisdiction and agrees to act as the exclusive representative of the

company for the purposes of selling the manufacturer's products and services. This

document sets forth the material terms of the agreement including its duration, the

duties of the agent and the rate of the commission. It contains numerous of the

standard clauses commonly used in these types of agreements, as well as optional

language to allow for customization to ensure the specific terms of the parties'

agreement are addressed.

AGENCY IN FOREIGN COUNTRY

THIS AGREEMENT (the “Agreement”) is made this ___ day of __________, 2____,

[Instruction: Insert date.] by and between __________________ [Instruction: Insert

manufacturer name.] (the “Manufacturer”), whose registered head office address is

_____________________ [Instruction: Insert manufacturer’s head office address.] and

_________________ [Instruction: Insert agent’s name.] (the “Agent”) whose address for

service is ____________________.[Instruction: Insert agent’s address.]



WHEREAS the Manufacturer is in the business of manufacturing

______________________________; [Instruction: Insert manufacturer’s business.]



AND WHEREAS the Agent shall be the sole representative of the Manufacturer in the

Country of __________________ [Instruction: Insert agent’s area of representation.] (the

“Foreign Jurisdiction”);



AND WHEREAS the Manufacturer and the Agent desire to enter into this Agreement to

provide for the terms, conditions and provisions in which the Agent shall represent the

Manufacturer in connection with its business in the Foreign Jurisdiction.



IN CONSIDERATION of the promises and other good and valuable consideration set

forth, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:



1. The Term of this Agreement shall be for a period of _______ (___) months/years

[Instruction: Insert length of term and choose months or years. Delete inapplicable.]

(the “Term”) and shall commence on the ____ day of _________, 2____ [Instruction: Insert

term start date.] and end on the ____ day of __________, 2_____. [Instruction: Insert

term end date.] Upon the expiration of the Term of this Agreement and in the event the

Agent has completed his or her duties and responsibilities and sales to the satisfaction of the

Manufacturer, the Term of this Agreement may be further renewed for a period of _______

(___) months/years. [Instruction: Insert length of renewal term and choose months or

years. Delete inapplicable.] In the event either party chooses not to renew the Term of

this Agreement for any reason whatsoever, such party shall provide ______ (___)

[Instruction: Insert length of notice period.] months written notice prior to the expiration

of the Term to the other of its intention not to renew this Agreement.



2. The Manufacturer shall provide to the Agent all necessary documents which will be required

by the Agent to perform his or duties, including a price list and quotations for certain

products. In the event the Manufacturer amends any of its price lists or quotations, the

Manufacturer shall immediately provide the Agent with same.



3. The Agent shall perform and carry out all of the duties and responsibilities which are set out

on SCHEDULE “A” annexed hereto on behalf and for the Manufacturer in the Foreign

Jurisdiction.







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4. The Manufacturer shall pay to the Agent a Commission at the rate of ______ percent (___ %)

[Instruction: Insert written percentage rate of commission followed by a numerical

representation of same.] percent of each sale made by the Agent in the Foreign Jurisdiction

(the “Commission”). The Manufacturer shall pay any and all commissions due and owing to

the Agent on a ________ [Instruction: Insert when payments will be made, for example

monthly or quarterly.] basis and the Commission shall be paid to the Agent by way of

___________. [Instruction: Insert method of payment to agent, for example direct

deposit.] The Commission shall be based on _____, [Instruction: Insert the type of

currency the commission will be based on. If a conversion will need to be made

between the currency the Commission is based on and the currency being paid to

Agent, describe the method of valuation for such conversion, including when the

valuation will be calculated, particularly if Commission is being paid monthly or

quarterly ] and shall be payable in _____. [Instruction: Insert the type of currency being

paid to Agent.]



5. Upon the sale by the Agent, the Agent shall provide all particulars of such sale to the

Manufacturer including, but not limited to, the name of the purchaser, its address, telephone

number, details of the sale, the purchaser’s shipping specifications and any and all such other

information as may be necessary or required. Agent shall provide all such particulars via

_____. [Instruction: Insert method of conveying information, for example, via facsimile

or email.]



6. Any and all quotes provided by the Manufacturer shall be valid for a period of __________

(__) [Instruction: Insert written number of days followed by a