수입대리점 계약서

AGENCY AGREEMENT

This Agreement, made and entered into on  ○○○○ of by and between ○○○○, a corporation organized and existing under the laws of ○○○○(hereinafter referred to as Company) and ○○○○ (hereinafter referred to as Representative)

WITNESSETH ＞

WHEREAS, □Company□ manufactures and/or sells products and WHEREAS, □Representative□ desires to perform certain services on behalf of □Company□ with respect to the following produts＞NOW THEREFORE in consideration of mutual conditions and obligations hereinafter set forth, the parties hereto have agreed as follows ＞

Article 1. PRODUCTS

□Company□ hereby appoints □Representative□, and □Representative□ hereby accepts appointment as □Company's □ independent sales representative to promote and assist in the sales of the products as listed below＞

Article 2. TERRITORY

The sales territory designated hereto is the geographical area of the Republic of Korea as well as the area mutually agreed upon for which □Representative□ shall have sales responsibility and in which □Representative□ will exert its effort for sales of the □Products.□

Article 3. MAJOR RESPONSIBILITIES OF REPRESENTATIVE

(A) Generate and stimulate interests in the □Products□ and furnish information to □Company□ in regard to market trend and prospective purchasers of the □Products□.

(B) Participate in the sales promotion activities to benefit sales of the □Products□ and assist and advise □Company□ in this regards.

(C) Cooperate with and assist □Company□ with the collection of any overdue accounts, after service informations and other matters as requested by the □Company□.

(D) Bear and pay all traveling expenses and others incurred by □Representative□ in connection with the sake of the □Products□, and □Representative□ shall not be entitled to any reimbursement in this respect except upon prior approval from □Company□.

Article 4. MAJOR RESPONSIBILITIES OF COMPANY

(A) Endeavor to maintain the delivery conditions on all orders accepted by □Company□.

(B) Provide □Representative□ to the full extent, with sales and technical information and assistance regarding the □Products".

(C) Keep □Representative□ informed of specification changes in the □Products".

(D) All expenses of catalogues, samples, advertisements, exhibitions and seminars made for sales promotion of the products shall be responsible to □Company□.

(E) Principal shall observe those regulations described in international agreement provisions as regulated in Korea Anti-trust and Fair Trade Acts, against which agents shall not be bound by Principal.

Article 5. COMMISSIONS

(A) The commission rate agreed is ○○% and will accrue to □Representative's account□ as of the date of shipment by □Company□.

(B) The agreed rate of commission shall be due and payable to □Representative□ within ○○ days of the date that □Representative□ made the pertinent delivery to the purchasers in the □Territory□.

(C) No commission shall accrue to □Representative□ based on orders not accepted by □Company□ or on orders cancelled prior to delivery by □Company□.

(D) Commission will be paid to □Representative□ in its country in the currency of ○○○○.

Article 6. PURCHASE ORDER & DELIVERY

□Representative□ is not authorized to accept any purchase orders on behalf of □Company□ or to otherwise finalize any sales of such products without Company's consent. □Company□ shall ship and deliver □Products" purchased by virtue of purchase orders, which it has accepted and acknowledged, directly to the customers in the □Territory□.

Article 7. RELATIONSHIP OF PARTIES

(A) □Representative□ shall have no authority to act for or on behalf of □Company□ without Company's consent to sign or otherwise enter into any kind of contracts, undertaking or agreement, or make any promise, warranty or representation, with respect to the □Products", and □Company□ shall not be bound by any acts, obligations, or defaults of □Representative□, its employee or agents.

(B) □Company□ shall not deal directly with customers in the □Territory□ and in case a customer chooses to deal directly with □Company□, the □Company□ shall notify and consult with □Representative□, □Company□ shall guarantee a fair and prevailing commission to □Representative□ in accordance with Article 5 of this agreement.

Article 8. ASSIGNMENT OF AGREEMENT

Neither this Agreement nor any rights or obligations hereunder may be assigned by □Representative□ without prior written consent of □Company□.

Article 9. DURATION & TERMINATION

(A) This Agreement shall be effective for an initial period of ○○ years from the effective date of this Agreement, and shall be extended automatically for a period of one year unless there is written notice from either party not less than ○○ days prior to expiration date. Notwithstanding any other provisions herein, this Agreement may be terminated during the initial term or any extension by either party upon giving at least ○○ days written notice to other party and agreed.

(B) If either Party hereto continues in default of any obligation imposed on it herein for more than ○○ days after written notice by the other party has been dispatched requesting the party in default to remedy such default, the other party may terminate by registered mail to the party in default and this Agreement shall terminate on the date of dispatch of such notice.

(C) In the event of bankruptcy, receivership, insolvency or assignment for the benefit of creditors giving the first party written notice to that effect.

Article 10. ARBITRATION

All disputes, controversies, or differences which may arise between the parties out of or in relation to or in connection with this contract of, for the breach thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the Commercial Arbitration Rules of the Korea Commercial Arbitration Board and under the Laws of Korea. The award rendered by arbitrator(s) shall be final and binding upon both parties concerned.

Article 11. EFFECTIVE DATE

This Agreement shall become effective as of the date first written above. If there are special conditions imposed by the government of either party, the date of such government approval becomes the effective date of this Agreement.

Article 12. APPLICABLE LAW

The Agreement shall be construed and interpreted in accordance with the laws of the Republic of Korea. Especially, Company shall observe those regulations described in international agreement provisions as regulated in Korean Anti-trust and Fair Trade Acts.

Article 13. FORCE MAJEURE

Neither party shall be liable to the other party for non-performance or delay in performance of any of its obligation under this agreement due to causes reasonably beyond its control including fire, flood, strikes, labour troubles or other industrial disturbance, unavoidable accidents, governmental regulations, riots, and insurrection. Upon occurrence of such a force majeure condition the affected party shall immediately notify the other party with as much details as possible and shall promptly inform the other party of any further developments. Immediately after the cause is removed, the affected party shall perform such obligations with all due speed unless the Agreement is previously terminated in accordance with Article 8 hereof.

Article 14. NOTICES

All communication notices or the like between the parties shall be valid when made by telegraph or telex communication subsequently to be confirmed in writing to the designated addresses of the other parties.