INTERNATIONAL AGENT CONTRACT - Contract Template and Sample

1. 1. INTERNATIONAL AGENT CONTRACT 1. Definition 2. Parties to the Contract 3.

Main clauses 3.1 Exclusivity 3.2 Commitment not to compete 3.3 Obligation to inform
3.4 Agents Commission 3.5 Compensation for termination 4. Law applicable 5. Model
Contract www.globalnegotiator.com
2. 2. In this contract, one party (Principal) asks other party (Agent), either a person or a
company to carry out the promotion of international trade transactions for a continuous
period of time as an independent intermediary without assuming liability for those
transactions. The intermediary receives payment exclusively through commission on
transactions which are completed successfully, and in some cases certain costs may be
taken into account, for example trips expenses or promotional activity. 1. DEFINITION
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3. 3. The Principal is always a company but the Agent can be a company or a person
(independent professional). For each party, the following has to be included: Name of
company, full address and nationality. Company type: public limited company, limited
liability company, etc. Name and position of company representative who signs the
agreement. Name, profession, full address and nationality of person who acts as Agent.
Tax ID number of both parties. 2. PARTIES TO THE CONTRACT
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4. 4. Some of the most important clauses in the International Agent Contract are as follows:
Exclusivity Commitment not to compete Obligation to inform Agents Commission
Compensation for termination 3. MAIN CLAUSES See sample International Agent
Contract www.globalnegotiator.com
5. 5. Throughout the term of the present Contract, the Principal shall not grant sales rights
for the Products within the Territory, to any third party. Nevertheless, the Principal shall
be entitled to negotiate directly, without the Agent intermediating, with clients located in
the Territory on condition that the Principal informs the Agent of such agreements. In
such cases, the Agent shall be entitled to receive a reduced commission as set out in the
Annexes, unless the Principal has reserved the right to negotiate exclusively with clients
mentioned in the Annexes of the present Contract. 3.1 EXCLUSIVITY CLAUSE
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6. 6. Unless the Principal gives authorization to the contrary, the Agent shall not
manufacture, distribute or represent any type of product which may compete directly with
the Products. To this end, the Agent declares that on the date of signing the present
Contract, it acts as agent or distributor for the organizations and products mentioned in
the Annexes of the present Contract. The commitment not to compete shall be upheld
throughout the term of the Contract and for a further .......... [1, 2, 3] years after its
completion. 3.2 COMMINTMENT NOT TO COMPETE CLAUSE
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7. 7. The Agent shall keep the Principal duly informed as to market conditions, the
competition and the legislation pertinent to the commercialization of the Products.
Similarly, the Principal shall send the Agent a report every ........ [1, 2, 3] months
regarding its activities and sales expectations. The Principal shall provide the Agent
with all the information necessary regarding the Products (catalogs, technical
specifications, user manuals, price lists, etc.). Similarly, the Principal shall inform the
Agent immediately of any modification to prices, conditions of sale or payment. 3.3
OBLIGATION TO INFORM CLAUSE www.globalnegotiator.com
8. 8. The Agent shall be entitled to a commission on Product sales transactions carried out
with clients located within the Territory, throughout the term of the present Contract.
Alternative A. The amount of commission shall be ......... % on the total value of sales.
Alternative B. The amount of commission shall be established according to the volume
of each sales transaction according to the provisions of the Annexes of the present
Contract. 3.4 AGENTS COMMISSION CLAUSE www.globalnegotiator.com
9. 9. Alternative A. The Agent shall not be entitled to compensation for goodwill in case or
termination of the present Contract. Nevertheless, the Agent may claim damages where
the termination of the present Contract involves a serious breach of Contract by the
Principal which is not foreseen in the present Contract. Alternative B. The Agent shall
not be entitled to any compensation for goodwill or similar should the present Contract be
terminated, except to the minimum extent that the governing law of this Contract
provides for compensation. 3.5 COMPENSATION FOR TERMINATION CLAUSE
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10. 10. The Parties shall exercises their best efforts to resolve by negotiation any dispute,
controversy o difference between them arising out or relating to this Contract. The parties
are free to submit any conflicts regarding the agreement to International Arbitration or to
the Laws of the country of one of the parties. The conflicts will normally be subject to the
Courts of the country of the Principal and, specifically, to those of the town/city where it
has its registered offices. 4. LAW APPLICABLE www.globalnegotiator.com
11. 11. In order to obtain the model contract in Word format and the user guide, click on:
International Agent Contract 5. MODEL CONTRACT www.globalnegotiator.com