Exclusive Agency Agreement

This agreement is entered into this 1st day of May, 20— between _____________________, a corporation duly organized and existing under the laws of Republic of China, having its principal office at __________________________ , Republic of China (hereinafter called Principal (Seller)) and _______________., a corporation duly organized and existing under the laws of the ____________, U. S. A., having its principal office at ____________________________, U. S. A. (hereinafter called Agent.)

WITNESSETH
WHEREAS, ______________. desires to appoint _________________.,
and
WHEREAS, ________________. desires to accept such appointment as an exclusive sales agent.
NOW THEREFORE, in consideration of the premises and the mutual conventions to be faithfully performed herein contained, the parties hereof have agreed as follows:

1.    APPOINTMENT:
Principal grants Agent the exclusive right to solicit orders for merchandise stipulated in Article 3 from customers in the territory stipulated in Article 2, and Agent accepts such appointment.
2.    TERRITORY:
The territory covered under this Agreement is confined to the mainland of the United States (hereinafter called Territory.)
3.    MERCHANDISE:
The merchandise covered under this Agreement is confined to --------------------
(hereinafter called Merchandise.)
4.    EXCLUSIVE RIGHT:
Principal shall not sell Merchandise to Territory through any channel other than Agent. Agent shall not sell, distribute or promote the sale of any products competitive with or similar to Merchandise in the Territory and shall not solicit or accept orders for the purpose of selling Merchandise outside Territory. Principal shall refer to Agent any inquiry or order for Merchandise which Principal may receive from others in Territory.
5.    AGENT’S DUTY:
Agent shall strictly conform to any and all instructions given by Principal to Agent from time to time and shall not make any warranty, promise, contract, agreement or do any other act binding Principal. Principal shall not be responsible for any and all acts or failures to act by Agent in excess of or contrary to such instructions.
6.    DURATION:
This Agreement shall be in force on the day and year first written above and shall remain in force for three years, unless terminated as provided elsewhere herein. If neither of the parties hereof gives to the other party a written notice to terminate this Agreement at least 60 days prior to the expiration of this Agreement, then Agreement shall be automatically renewed for further three years.
7.    TERMINATION:
Either party hereof shall have the right of terminating this Agreement at any time during the effective period of this Agreement in the event of non-performance and/or violation by the other party of any provisions of this Agreement with 60 days’ prior written notice to the other party.
8.    MINIMUM TRANSACTION:
If the total amount of payments received by Principal from Agent’s customers fails to reach US$500,000 for any year period, Principal may terminate this agreement by giving 60 days’ written notice to Agent at any time.
9.    OFFER:
The Principal shall furnish the Agent with a statement of the minimum prices at which the Merchandise are respectively sold and the Agent shall not sell below such minimum price but shall endeavor in each case to obtain the best price obtainable. Unless otherwise specified, Principal shall quote FOB, CFR, or CIF basis net without any commission. The trade terms used between the parties hereof shall be governed and interpreted under the provisions of latest ICC Incoterms.
10.    ORDERS & CONFIRMATIONS:
Upon Agent’s receipt of any order for Merchandise, the Agent will immediately transmit such order to the Principal who (if such order is accepted by the Principal) will execute the same by supplying the goods direct to the customers. In soliciting orders, Agent shall adequately advise customers of the general terms and conditions of Seller’s sales contract and of any contract being subject to the confirmation of acceptance by Seller. Agent shall immediately dispatch any order received to Seller for its acceptance or rejection. The Principal shall have the right to refuse to execute or accept any order obtained by the Agent or any part thereof and the Agent shall not be entitled to any commission in respect of any such refused order or part thereof so refused. The Agent shall not collect any money from customers without the authority of the Principal. Upon the execution of any such order, the Principal shall forward to the Agent a duplicate copy of the invoice sent with the goods to the customer and inform the Agent when payment is made by the customer to the Principal. The Agent shall duly keep an account of all orders obtained by him and shall send a copy of such account to the Principal every two months.
11.    COMMISSION:
Principal shall pay to Agent commission in U. S. currency at the rate of 5% of the net invoiced selling price of Merchandise on all orders obtained by Agent in the Territory which have been accepted and executed by the Principal. However, no such commission shall be paid until Principal receives the full amount of payment due to Principal. The said commission shall be settled at the end of every two months by T/T for the amount actually received by Principal from the customers.
12.    EXPENSES:
Agent shall bear all the expenses incurred in connection with the sale of Merchandise including traveling, postal and other incidental expenses. Principal shall, likewise, bear its own travelling, postal and other incidental expenses.
13.    INDIVIDUAL CONTRACT:
Each individual contract under this Agreement shall be concluded by seller’s Sales Contract or Sales Confirmation which sets forth the terms, conditions, rights and obligations of the parties hereof except those stipulated in this Agreement.
14.    INFORMATION AND SALES PROMOTION:
Both Principal and Agent shall periodically and/or at the request of either party furnish information in order to promote the sale of Merchandise. Agent shall diligently and adequately advertise and promote the sale of Merchandise in Territory. Principal shall furnish Agent with a reasonable quantity of samples, literatures, catalogs, folders and advertising materials.
15.    OBSERVANCE OF SECRECY:
Both Principal and Agent shall keep any and all important matters as to the business affairs and transactions covered by this Agreement in strict confidence from any third party.
16.    INTELLECTUAL PROPERTY RIGHTS:
Agent may use the Principal’s trademark(s) during the effective period of this Agreement only for the sale of Merchandise. Agent acknowledges the fact that any and all patents, trademarks, designs and other intellectual property rights used in Merchandise remain the property of Principal. Agent shall immediately send information to Principal in case it find that the Principal’s intellectual property rights are infringed by a third party, and assist Principal in taking necessary steps to protect the rights effectively.
17.    FORCE MAJEURE:
Neither party shall be liable for failure or delay in performing all or part of this Agreement, directly or indirectly, due to Act of God, governmental orders or restrictions, fire, floods, earthquakes, tempests, strikes, lockouts, other industrial disputes, mobilization, embargo, revolution, war, threat of war, riots, civil commotion, hostilities, blockade, plague or other epidemic, requisition of vessel, and any other causes or circumstances beyond the control of the parties hereof.
18.    ASSIGHMENT:
Neither party shall assign this Agreement in whole or in part to any third party without the prior written consent of the other party.
19.    ARBITRATION:
All disputes, controversies, or differences which may arise between the parties hereof, out of or in relation to or in connection with this Agreement, or for the breach thereof shall be finally settled by arbitration in Taiwan, Republic of China in accordance with the Arbitration Law of the Republic of China and the Arbitration Rules of Chinese Arbitration Association of the Republic of China. The award rendered by the arbitrator(s) shall be final and binding upon both parties.
20.    ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the parties hereof and supersedes all previous negotiations, agreements and commitments. No change, modification or amendment of this Agreement is binding upon Principal and Agent unless made by mutual consent in writing signed by a duly authorized officer or representative of each of the parties hereof. The amendment will be effective on the following day after signing.
21.    GOVERNING LAW:
The validity, performance and construction of this Agreement shall be governed by the laws of the Republic of China.

IN WITNESS WHEREOF, the parties hereof have executed this agreement in duplicate by their duly authorized representative on the day and year written above.

      PRINCIPAL (SELLER)                         AGENT