AGREEMENT FOR APPOINTMENT OF SOLE SELLING AGENT
This Agreement is made at ____________ on this ____ day of __________, 20__.
BETWEEN
____________________________ Limited/Private Limited/LLP, incorporated or constituted under applicable Indian law and having its registered office at ____________________________, acting through its authorised representative ____________________________ (hereinafter referred to as the "Principal", which expression shall, unless repugnant to the context, include its successors and permitted assigns);
AND
____________________________, a company/firm/LLP/proprietorship having its office at ____________________________, acting through ____________________________ (hereinafter referred to as the "Agent", which expression shall, unless repugnant to the context, include its successors and permitted assigns).
The Principal and the Agent are individually a "Party" and collectively the "Parties".
Recitals
A. The Principal is engaged in the manufacture, supply and/or marketing of ____________________________ ("Products").
B. The Principal wishes to appoint the Agent for promotion and sale of the Products in the Territory described below, subject to this Agreement.
C. The Agent represents that it has the commercial capability, licences, registrations and personnel required to perform its obligations.
1. Appointment and Territory. The Principal appoints the Agent as its sole selling agent for the Products within ____________________________ ("Territory") from __________ until __________, unless earlier terminated under this Agreement. The scope of exclusivity shall be subject to applicable competition law and any customers, channels, government tenders, e-commerce sales or key accounts expressly reserved by the Principal in Schedule A.
2. Nature and Extent of Authority. The Agent shall act only within the authority expressly granted by this Agreement. Unless specifically authorised in writing, the Agent shall not make warranties, incur liabilities, borrow money, pledge the Principal's credit, settle claims, alter contractual terms or otherwise bind the Principal.
3. Promotion and Sales Efforts. The Agent shall use commercially reasonable efforts to promote the Products, develop customers, maintain appropriate sales personnel and provide market feedback. Marketing material using the Principal's name, trade mark or brand shall comply with the Principal's written brand guidelines.
4. Prices and Competition-Law Compliance. The Principal may communicate recommended or maximum resale prices where legally permissible. Nothing in this Agreement shall require the Agent to engage in unlawful resale price maintenance, market allocation or any other anti-competitive conduct. Each Party shall independently comply with the Competition Act, 2002 and other applicable competition laws.
5. Orders and Acceptance. Orders procured by the Agent shall be subject to acceptance by the Principal unless the Agent has express written authority to conclude sales on behalf of the Principal. Product availability, delivery schedule, credit limits and customer eligibility may be determined by the Principal on reasonable commercial grounds.
6. Commission. Subject to this Agreement, the Agent shall be entitled to commission at the rate of ____% of the Net Sales Value actually realised by the Principal from eligible sales in the Territory.
"Net Sales Value" means the invoice value excluding GST and other indirect taxes, returns, rebates, discounts, credit notes, freight separately charged and amounts written off or refunded.
7. Tax and GST. Each Party shall be responsible for its own taxes, registrations, returns and statutory compliance. GST on commission or agency services, where applicable, shall be charged and accounted for in accordance with the Central Goods and Services Tax Act, 2017, the relevant State/Union Territory GST law, the Integrated Goods and Services Tax Act, 2017 and applicable rules, notifications and circulars. The Parties shall issue invoices and maintain records consistent with the actual nature of supplies.
8. Supply and Delivery. Where the Principal supplies Products pursuant to accepted orders, title, risk, freight, insurance, delivery obligations and returns shall be governed by the applicable invoice, purchase order and Schedule B. Any consignment stock shall remain the Principal's property until sold or otherwise agreed in writing.
9. Expenses. The Agent shall bear its ordinary business expenses unless the Principal has approved a particular expense in writing. Approved reimbursable expenses shall be supported by proper invoices or vouchers and shall comply with applicable tax law.
10. Records and Statements. The Agent shall maintain accurate records relating to enquiries, orders, sales, collections, inventory held on behalf of the Principal and approved expenses. Periodic statements shall be submitted at intervals agreed by the Parties. The Principal may, on reasonable prior notice and during business hours, inspect records directly relevant to this Agreement.
11. Collections. The Agent shall collect customer monies only where expressly authorised in writing. Amounts collected on behalf of the Principal shall be separately accounted for and remitted within the agreed period without unauthorised deduction or set-off.
12. No Unauthorised Sub-agency. The Agent shall not appoint a sub-agent, dealer or representative to exercise the Agent's authority under this Agreement without the Principal's prior written consent. Any approved appointment shall remain subject to applicable law and the Agent shall remain responsible for performance to the extent provided by law and contract.
13. Conflict of Interest and Competing Products. During the term, the Agent shall promptly disclose any material conflict of interest. Any restriction on handling competing products shall apply only to the extent reasonably necessary, expressly stated in this Agreement and lawful under applicable competition law.
14. Intellectual Property. All trade marks, trade names, designs, product literature and other intellectual property of the Principal remain the Principal's property. The Agent receives only a limited, revocable, non-transferable right to use approved brand material for performing this Agreement.
15. Confidentiality and Data. Each Party shall protect confidential commercial information received from the other and use it only for this Agreement. Personal data, if processed, shall be handled in accordance with applicable Indian data-protection and information-technology law as in force from time to time.
16. Compliance with Law. Each Party shall comply with applicable laws, including tax, consumer protection, legal metrology, product standards, anti-bribery, competition, sanctions/export-control requirements where applicable, and licences specific to the Products or Territory.
17. Security Deposit, if any. If agreed, the Agent shall deposit ₹__________ as security. The conditions for refund, adjustment and any agreed interest shall be stated in Schedule C. No deduction shall be made except for an amount properly due and supported by the Agreement or applicable law.
18. Performance Review. The Parties may agree non-binding sales forecasts and reasonable performance targets. Failure to meet a target shall not by itself permit arbitrary forfeiture unless the consequences are clearly specified and applied in accordance with this Agreement and applicable law.
19. Termination for Breach. Either Party may terminate this Agreement for a material breach that remains uncured for thirty (30) days after written notice describing the breach. Immediate termination may be provided for fraud, wilful misconduct, insolvency, serious regulatory violation, unauthorised use of intellectual property or other grounds expressly agreed by the Parties.
20. Termination for Convenience. Either Party may terminate this Agreement without cause by giving ____ days' prior written notice to the other Party, subject to settlement of accrued rights and obligations.
21. Consequences of Termination. On termination, the Agent shall stop representing itself as the Principal's agent, return or account for the Principal's property, confidential information and unsold consignment stock, and submit a final statement. Undisputed commission accrued on eligible realised sales up to termination shall be settled in accordance with this Agreement.
22. Indemnity. Each Party shall indemnify the other against third-party claims, losses, penalties or reasonable costs arising from its breach of this Agreement, unlawful act, fraud, wilful misconduct or infringement attributable to it, subject to the limitations and procedures agreed by the Parties.
23. Limitation of Liability. Except for fraud, wilful misconduct, confidentiality breach, intellectual-property infringement, statutory liability that cannot lawfully be excluded, or payment obligations, neither Party shall be liable for indirect or consequential loss. Any monetary cap should be inserted only after considering the commercial risk.
24. Force Majeure. A Party shall not be liable for delay caused by events beyond its reasonable control, provided it promptly notifies the other Party, takes reasonable mitigation measures and resumes performance when practicable. Payment obligations already accrued are not excused.
25. Notices. Contractual notices shall be in writing and delivered by hand, recognised courier, registered post or email to the addresses stated below or subsequently notified in writing. The Parties may specify when electronic notice is deemed received.
26. Governing Law and Courts. This Agreement shall be governed by the laws of India. Subject to the arbitration clause below, courts at __________________ shall have jurisdiction to the extent permitted by law.
27. Arbitration. Any dispute arising out of or relating to this Agreement that is not resolved amicably within thirty (30) days of written notice shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time. The tribunal shall consist of a sole arbitrator appointed by mutual written agreement of the Parties. If the Parties fail to agree on the appointment, the arbitrator shall be appointed in accordance with Section 11 of the Act. The seat and legal place of arbitration shall be __________________, India. The language shall be English. The arbitrator shall make a reasoned award. The Parties may seek interim measures from a competent court or arbitral tribunal as permitted by law.
28. Entire Agreement and Amendments. This Agreement and its Schedules constitute the entire agreement on the subject and supersede prior discussions or understandings. Any amendment must be in writing and signed by authorised representatives of both Parties.
29. Severability and Waiver. If any provision is held invalid or unenforceable, the remaining provisions shall continue so far as legally possible. A waiver is effective only if made in writing and does not constitute a continuing waiver.
30. Assignment. Neither Party may assign this Agreement or material rights under it without the other Party's prior written consent, except to a lawful successor as part of a permitted merger, restructuring or transfer of business, subject to applicable law.
31. Counterparts and Electronic Execution. This Agreement may be executed in counterparts and, where legally valid, through electronic signatures. Stamp duty and execution formalities shall be complied with in accordance with the law applicable in the relevant State or Union Territory.
IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorised representatives on the date first written above.
For the Principal
Name: __________________________
Designation: ___________________
Signature: _____________________
Date: __________________________
Name: __________________________
Designation: ___________________
Signature: _____________________
Date: __________________________
For the Agent
Name: __________________________
Designation: ___________________
Signature: _____________________
Date: __________________________
Name: __________________________
Designation: ___________________
Signature: _____________________
Date: __________________________
Witnesses
1. Name: _______________________
Address: ______________________
Signature: ____________________
Address: ______________________
Signature: ____________________
2. Name: _______________________
Address: ______________________
Signature: ____________________
Address: ______________________
Signature: ____________________