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AGREEMENT

FOR AGENCY TO
SELL GOODS
AGREEMENT FOR AGENCY TO SELL GOODS

THIS AGREEMENT made on this_______ day of __________

BETWEEN

_____________ a company registered under the Companies Act, 1956 and having its registered
office at__________________________ hereinafter referred to as "the Principals" (which
expression shall unless repugnant to the context or meaning thereof include its authorised
representatives, successors and assigns) of the one part

AND

M/s _________________, a Partnership firm having its principal office at __________ hereinafter
referred to as "the Agent" (which expression shall unless repugnant to the context or meaning
thereof include the partners for the time being or any change thereof, their heirs, executors,
administrators, legal representatives and assigns) of the other part.

WHEREAS

i. The Principals are the sole selling agents of ________________(hereinafter referred to as the
Company) for the whole of India vides Agreement dated between the Company and
_______________.

ii. The Principals are empowered under the aforesaid agreement to appoint agents for the
marketing of the products of the Company.

iii. M/s _______________ has approached the Principals for its appointment as an agent for the
marketing of the Company’s product in the area of _______and the Principals have decided to
appoint it as an agent on the terms and conditions hereinafter appearing.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. Term of Agreement

The Company appoints the Agent for a term of ______ years from the date hereof for the the
marketing of the Company’s product in the area of _______

2. Principals to Supply Goods

The Principals hereby covenants as follows:

i. The Principals shall, from time to time, during the term of this Agreement, supply, at their own
cost and charge, to the Agent as early as possible after receipt of his order in writing for the same
unless they shall be prevented by some just and sufficient cause, such quantities and description
of goods as the Agent may require
ii. The Principals shall not, during the term of this Agreement, supply such goods as aforesaid,
whether for resale or otherwise, to any person or persons whosoever who shall resides or carry on
business in the area of _______unless it has obtained the consent in writing of the Agent.

3. Agent’s Covenants

The agent hereby covenants as follows:

i. The Agent shall, during the term of this Agreement, use his best endeavours to sell and dispose
of the goods supplied to him by the Principals as hereinbefore stated at the best price obtainable
which shall not be less than such prices as may, from time to time, be fixed by the Principals.

ii. The Agent shall also, till the time such goods are sold or disposed off, keep such goods stored in
a proper place or places at their own risk

iii. The Agent shall not, during the term of this Agreement, directly or indirectly, buy, sell or deal in
for or on account of any person other than the Principals unless it has obtained the consent in
writing of the Principals.

iv. The Agent shall, during the term of this Agreement, observe all reasonable directions and
instructions which may be given to him by the Principals in connection with the sale or disposal of
the said goods.

4. Payment of Expenses and Commission to Agent

The Principal shall pay Expenses and Commission to the Agent as follows:

i.All reasonable expenses incurred by the Agent in respect of all sale made by him which includes

(a) expenses incurred on carriage or delivery of the said goods

(b) expenses incurred on books, stationery and postage

(c) all other reasonable and customary expenses in connection with such sale.

ii.A commission @______ per cent on the net realisation on sale of such goods effected by the
Agent after deducting expenses.

Provided that all other expenses such as expenses on employing staff, salesman, rent of office
premises (if any) and other office expenses of the Agent shall be met by the Agent on its own.

5. Accounts and Inspection

The Agent shall keep proper accounts of all goods received by him and the sale thereof and of all
sums of money received by him and of all credits given on account of any such goods and of all
other matters and transactions concerning the sale of such goods and such accounts shall at all
reasonable times be open to the inspection of the Principals or their representative(s) who shall
have full liberty to take copies or extracts of or from the same or any of them for their own
reference and record. The Agent shall also render to the Principals, on a quarterly basis, a true and
proper account of all goods received by him and of the particulars of all sales and other
transactions made and of all moneys received and spent by him for and on account of the said
goods

6. Sale of Goods on Credit

The Agent shall not sell any goods to anyone on a credit of more than ____months nor give
credit In a case where the value of goods exceeds Rs.______ unless it has obtained the consent in
writing of the Principals.

7. Determination of the Agreement

Either party hereto may, at any time, determine this agreement by giving to the other party
____months' notice in writing. If however, any party willfully fails to perform his obligations under
this Agreement or is guilty of any misconduct on its part, the other party may determine this
agreement by giving to the other party a shorter notice of _____ weeks. On such determination,
the Agent shall deliver to the Principals all or such of the goods aforesaid as shall remain unsold
and all books, accounts and documents relating to the said agency which shall be in his possession
or control.

8. Assignment of Agency

The Agent shall not assign or in any other manner make over the rights under this agreement to
any other person unless it has obtained the consent in writing of the Principals.

9. Arbitration Clause

Every dispute, difference, or question which may, at any time, arise between the parties hereto or
any person claiming under them, in respect of any clause of the agreement or the subject-matter
thereof, shall be referred to the arbitration of ___________ (name of the Arbitrator) or, if he shall
be unable or unwilling to act, to another arbitrator to be agreed upon between the parties or failing
agreement, to three arbitrators one to be appointed by each party to the dispute or difference and
the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding
arbitrator and the decision of the arbitrator (or, arbitrators) shall be final and binding on the
parties. Subject as aforesaid the Arbitration and Conciliation Act, 1996 and the rules made
thereunder shall apply to the arbitration proceedings under this clause. The award of the arbitrator
or Arbitrators appointed as above shall be conclusive and binding on the parties.

IN WITNESS WHEREOF, the parties hereto have signed this agreement on the day and year first
here-in-above written.

Witness:

1.

For and behalf of the Principals

Authorised Representative

2.

For and behalf of the Firm

Partner