独家代理协议签订Exclusive agency agreement

Entrust an exclusive agency委托独家代理：

Dear Sirs,

    We have received your letter of 15th and are favorably impressed with the proposal you make. You are kindly informed that we have decided to entrust you with the exclusive agency for our TCL Trump High-Definition Television Sets in the territory of Pakistan.

The exclusive agency agreement has been drawn up for duration of one year, automatically renewable on expiration for a similar period unless a written notice is given to the contrary. Enclosed you will find a copy of the draft. Please go over the provisions and advise us whether they meet with your approval.

We shall do our best to assist you in establishing a mutually beneficial trade.

                                                                Yours faithfully

                                                                XXX Company

                                                                   Bobo

Exclusive agency agreement: 独家代理协议

This agreement is made and entered into by and between the parties concerned on Otc. 12th, 2010 in Shan’xi, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

1.The Parties Concerned.

Party A: China National Import&Export Co,.

      Address: xxxxxxxxx ,Shan’xi, China

      Tel: 029-87xxxxxx,  Fax: 029-86xxxxxx

     Email: xxxx@hotmail.com

Party B: South-Asian Electric Appliances Suppliers, Ltd.

     Address：xxxxxxxxxxxx

     Tel: xxxxxx          Fax：xxxxxx

     Email: xxxx@gamil.com

2.Appointment

Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts and assumes such appointment.

3.Commodity

TCL Trump High-Definition Television Sets

4.Territory

The Territory covered by the present Agreement is confined to the city of Karachi, Pakistan only.

5.Minimum turnover

Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective of this agreement for no less than USD 12,000,000.

6.Price and Payment

The price for each individual transaction shall be fixed through negotiations between Party B and the buyer, and subject to Party A’s final confirmation.

Payment shall be made by confirmed, irrevocable L/C opened by the buyer in favor of Party A, which shall reach Party A 30 days before the date of shipment..

7.Exclusive Right

In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 3 of the present Agreement through to any customer in the territory stipulated in Article 4 of the present Agreement through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the commodity stipulated in Article 3 of the present Agreement through to any customer in the territory stipulated in Article 4 of the present Agreement, and shall not solicit or accept orders for sale outside the territory stipulated in Article 4 of the present Agreement. Party A shall refer to Party B any inquiries or orders for the commodity in question received by Party A from other firms in the territory stipulated in Article 4 of present Agreement during the validity of this agreement.

8.Market Report.

In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of commodity covered by this agreement, local market tendency and the buyer’s comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply Party A with quotations and advertising materials on similar products of others supplies.

9.Advertising and Expenses.

Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in the territory stipulated in Article 4 of the present Agreement within the validity of this agreement, and shall submit to Party A all audio and video materials intended for advertising for prior approval.

10.Commission

Party A shall pay Party B a commission of 5% on the net invoiced selling price on all orders directly by Party B and accepted by party A. Within 15 days from the date Party A receives the full payment for each other, Party A shall paid the commission to Party B.

11.Transactions Between Governmental Bodies.

Transactions concluded between governmental bodies of Party A and Party B shall not be restricted by the terms and conditions of this agreement, not shall the amount of such transactions be counted as party of the turnover stipulated in Article 5.

12.Industrial Property Rights

Party B may use the trademarks owned by Party A for the sale of television sets covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copyrights or any other industrial property rights used or embodied in the television sets shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter’s rights.

13.Validity of Agreement

This agreement, when dully signed by the both parties concerned, shall remain effect for 12 months from Oct. 13th, 2010 to Oct. 12th, 2011, and it shall be extended for another months upon expiration unless notice in writing is given to the contrary.

14.Termination

During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

15.Force Majeure

Either party shall not be responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party.? However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.

16.Arbitration

Any dispute arising out of the performance, or in connection with the present Agreement shall be settled through friendly consultations between the two parties. In case such consultations fail to settle the dispute, which shall be submitted to China International Economic and Trade Arbitration Commission, South China Sub-Commission’s arbitration rules in effect at the time of applying for arbitration. The arbitral award shall be final and binding upon both parties. The arbitration expenses shall be borne by the losing party.

Party A: China National Party B: South-Asian Electric Import Export Co. & Appliances Suppliers, Ltd.

          Signature                                              Signature

Focal Words:

1.Electric Appliances  电器

2.TCL Trump High-Definition Television Sets  TCL王牌高清晰电视机

3.wholesaler       n. 批发商

4.sole  adj. 唯一的

5.duration  n. 期间，时期

6.turnover  n. 营业额

7.entitle  v. 给……权利或资格

8.commission   n. 佣金

9.confine    v. 限制

10.favorable reply   有利的或赞成的回复

11.entrust    v. 委托

12.sales volume    销售量

13.justify    v. 证明……是正当的，有理的

14.proposal   n. 提议，建议

15.territory    n. 领域，范围

16.draw up   拟订，起草

17.provision   n. 规定，条款

18.entered into   建立

19.equality and mutual benefit    平等互利

20.terms and conditions  条件，条款

21.appoint      v. 委任

22.solicit    v. 请求

23.assume   v. 承担

24.prevailing market conditions  市场行情

25.prior approval   事先批准

26.property    n. 所有权

27.infringement    n. 违反，触犯，侵犯

28.duly signed  正式签订

29.termination   n. 终止，结束

30.force majeure    不可抗力

31.occurrence     n. 发生

32.arbitration   n. 仲裁，公断

33.arbitral award   仲裁裁决，公断书

重点句子翻译参考：

1．You are kindly informed that we have decided to entrust you with the exclusive agency for our TCL Trump High-Definition Television Sets in the territory of Pakistan.

谨此通知贵方，我方已决定委托贵方作为我方TCL王牌高清晰电视机在巴基斯坦的独家代理。

2. You are kindly informed that we have decided to entrust you with the exclusive agency for our TCL Trump High-Definition Television Sets in the territory of Pakistan.

为期一年的独家代理协议已制定，期满自动续期一年时期，除非书面通知表示反对。

3. In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of commodity covered by this agreement, local market tendency and the buyer’s comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement.

为使甲方充分了解现行市场情况，乙方至少每季度一次或在必要时随时向甲方提供市场报告，内容包括与本协议代理商品的进口与销售有关的地方规章的变动，当地市场发展趋势及买方地甲方按协议供应的货物的品质，包装，价格等方面的意见。乙方还承担向甲方提供其供应商类似商品的报价和广告资料。

4. During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

在本协议有效期内，如果一方被发现违背协议条款，另一方有权终止协议。

5. Any dispute arising out of the performance, or in connection with the present Agreement shall be settled through friendly consultations between the two parties. In case such consultations fail to settle the dispute, which shall be submitted to China International Economic and Trade Arbitration Commission, South China Sub-Commission’s arbitration rules in effect at the time of applying for arbitration.

凡因本合同引起的或与本合同有关的任何争议，将通过双方友好协商方式解决。如果友好协商不能解决，此争端将提交中国国际经济贸易仲裁委员会华南分会，按照申请仲裁时该会实施的仲裁规则进行仲裁.

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