DRAFT FOR DISCUSSION

DRAFTED BY
SRIDHARA BABU N
LEGAL DOCUMENTATIONS
9880339764

AGREEMENT ON OVERSEAS AGENCY

AN AGREEMENT made this ..........................day of.......................... 200.. BETWEEN
M/S ……………………………………………………………………………………………………………… a company
registered under companies act 1956, having its registered office at ………………………..
……………………………………………………………………………………. Duly represented by its GPA holder
Mr …………………………………. S/O …………………………………………………. Aged …… years resident of
…………………………………………………………………………….., Herein afterwards called as the
company, unless repugnant to the context herein the word shall mean and include its successors in
office, administrators, executors and assigns of the one part
And
Mr …………………………………. S/O …………………………………………………. Aged …… years resident
of …………………………………………………………………………….., Herein afterwards called as the
distributors/agents/………….., unless repugnant to the context herein the word shall mean and include
his heirs for any dues and liability as an agent, permitted assigns of the other part

WHEREBY IT IS AGREED as follows :

1. The company hereby grants to the distributors the exclusive right during the continuance in force of
this agreement to purchase for resale in the territory specified in the first schedule hereto {hereinafter
called the territory) those of its products specified in the second schedule hereto (hereinafter called the
products) subject to the terms and conditions hereinafter appearing.
2. The period during which this agreement shall be in force shall be a period of............... years from
…………………… and thereafter from year to year subject to the provisions as to termination either during the
period of................. years or thereafter contained in ………….. hereof Or This agreement shall come into force
on ………….. and shall continue until terminated in accordance with the provisions of clause ………………
3. Orders for the products shall be made by the distributors to the company at [address] or to such other
address as may subsequently be notified by the company and the company shall sell the products to the
distributors in accordance with those orders at such prices as the company shall from time to time fix [f.o.b.
Indian port approved by the company or as the case maybe.]) The company undertakes to fulfill the orders
of the distributors for the products with all reasonable dispatch but shall not be liable in any way for any loss
of trade or profit occurring to the distributors in the event of delivery of the products being frustrated or
delayed by strikes riots lockouts trade disputes acts or restraints or governments the imposition of
restrictions on exportation or from any other cause not within the control of the company.
4. Title to the products invoiced to the distributors shall pass to the distributors when the invoiced
products are placed on board ship at the approved Indian port and payment therefor shall become due from
and payable by the distributors in net cash on receipt of shipping documents except in so far as other terms
for payment may from time to time be agreed by the company.
5. Payment for the products shall be made by the distributors to the company at any banking institution in
India nominated by the company in …………………… or at such other place or in such other ………………. as
may be notified in writing by the company and is permissible under the Foreign Exchange Regulation.
6. The distributors hereby undertake and agree with the company that they will at
all times during the continuance in force of this agreement observe and perform the
terns and conditions set out in this agreement and in particular;

a. Will use at all times their best endeavours to promote and extend sales of the products
throughout the territory to all potential purchasers thereof and work diligently to obtain orders
therefor— (1) By means of personal visits to and by correspondence with such purchasers. (2) By
advertising and by the distribution of printed matter subject however to the specific prior approval
in writing in all cases of the company to the form manner extent and wording of such advertising
and such distributed matter and without recourse to the company for any expense incurred unless
such expense is specifically authorised by the company in writing
b. Will not without the previous consent in writing of the company be concerned or interested
either directly or indirectly in the manufacture production importation sale or advertisement of any
goods in the territory which are like or similar to or which either alone or in conjunction with some
other product perform or are designed to perform the same or a similar function to or which might
otherwise compete or interfere with the sale of any of the products
 c. Will not either directly or through any agent sell any of the products outside the territory or
knowingly or having reason to believe that they would be so resold sell the products to any person
or body corporate or unincorporated within the territory with a view to their resale outside the
territory
d. Will in all correspondence and other dealings relating directly or indirectly to the sale or other
dispositions of the products clearly indicate that they are acting as principals.
e. Will not incur any liability on behalf of the company or in any way pledge or purport to pledge
the company's credit or accept any order or make any contract binding upon the company without
the company first approving the terms thereof.
f. Will not sell the products at any price other than that for the time being fixed by the company
for the sale of products within the territory without the previous consent in writing of the company.
g. Will immediately bring any improper or wrongful use in the territory of the company’s patents
trade marks emblems designs models or other similar industrial or commercial monopoly rights
which come to their notice to the attention of the company and will in and about the execution of
their duties use every effort to safeguard the property rights and interests of the company and will
assist the company at the request of the company in taking all steps to defend the rights of the
company other than by the institution of legal proceedings.
h. Will promptly bring to the notice of the company any information received by them which is
likely to be of interest use or benefit to the company in relation to the marketing of its products in
the territory.
i. Will keep full proper and up-to-date books of account and records showing clearly all inquiries
transactions and proceedings relating to the distributorship and will allow the authorized officers of
the company to have access to the said books and records and take such copies thereof as they may
require.
j. Will from time to time upon the request of the company supply to the company reports returns
and other information relating to the distributorship.
k. Except in so far as hereinafter provided the distributors shall not assign transfer charge or in
any manner make over or purport to assign transit charge or make over this agreement or their
rights there under or any part thereof without the consent in writing of the company.
l. Will in purchasing the products be bound by the company's conditions of sale as from time to
time in force and any modification thereto made by the company either generally or in respect of
any particular purchase and in selling will contract on like terms to those conditions as from time to
time in force together with any general or particular modifications as respects any particular sale
and will not make any promises representations warranties or guarantees with reference to the
products except such as are consistent with those conditions or as are expressly authorized by the
company in writing.
m. Will not alter obscure remove conceal or otherwise interfere with any markings or nameplates
or other indication of the source of origin of the goods which may be placed by the company on the
products.
7. The company hereby agrees with the distributors that it will during the
continuance of this agreement:

a. Not sell any of the products to any person or body corporate or unincorporated within the
territory other than the distributors or to any person or body corporate or unincorporated outside
the territory with a view to the resale of the products within the territory save as provided in clause
……………….. hereof;
b. At its own expenses supply the distributors with such amount of samples and patterns and of
instruction books technical pamphlets catalogues and advertising material in ……………….. language
as it considers reasonably sufficient with a view to promoting sales of the products within the
territory;
c. Whenever the company considers it necessary send at its own cost a representative to visit the
distributors for the purpose of promoting sales of the products;
d. Use its best endeavors to safeguard the sole and exclusive rights hereby granted to the
distributors including the taking of such steps as may be available to it to prevent the infringement
of those rights by other distributors or agents of the company and to prevent the infringement of its
patents trade marks emblems designs and other similar industrial or commercial monopoly rights
within the territory.
8. The company reserves to itself notwithstanding anything to the contrary herein
contained the following rights:

a. To supply the products to customers within the territory after [date of commencement of
agreement] in pursuance of firm orders placed with the company before that date or in pursuance of
orders resulting from negotiations pending at that date and no right to any payment shall accrue to
the distributors in respect thereof provided that information relating to all such orders and
negotiations shall be given to the distributors within........ days of the commencement of this
agreement;
b. To trade direct for ultimate delivery of the products within the territory but so that where the
products are sold by the company with knowledge that they are for use in the territory the
distributors shall be entitled to be paid a commission of............. per cent on the net price ………..
Indian port approved by the company in consideration of the distributors assisting the company to
obtain business from the territory as and when requested and on receipt by the company of
payment in full for the products; Provided that—
 c. The distributors shall not be entitled to con .mission on any sale in respect of which they have
failed to render such assistance as may be requested by them
d. The distributors shall be entitled to only such commission as the company may in its absolute
discretion determine on any sale direct by the company to any Government department or agency
State-owned public utility or industry in the territory
e. In its discretion to decline to submit, a tender on any inquiry or to accept any order from the
distributors and by so declining shall not incur any obligation to the distributors;
f. To vary the first schedule hereto defining the products either by withdrawing there from a
class or classes of products named therein in the event of the company ceasing to manufacture that
class or or those classes of products or by the addition thereof after consultation with [or with the
agreement of] the distributors of a further class or further classes of products of the company;
g. If in the opinion of the company the distributors are not at any time producing adequate sales
coverage throughout the whole of the territory and without prejudice to any other of its rights under
this agreement either to vary the second schedule hereto so as to exclude from this agreement such
part or parts of the territory therein defined as it thinks fit or to vary the first schedule hereto so as
to exclude from this agreement such one or more of the products herein defined as it thinks fit or to
take both these courses of action save that neither such course of action shall be taken under this
clause without prior consultation with he distributors;
h. To take such steps itself as may seem necessary or expedient (including and without prejudice
to the generality of the reserved right to appoint a representative in the territory) to promote the
sale of the products in the territory and to notify the distributors of any persons firms or bodies
corporate or incorporate carrying on business in the territory who appear to it to be potential
purchaser of the products.
9. Upon the termination of this agreement from any cause or at any time previous to
such termination at the request of the company the distributors shall promptly return to
the company or otherwise dispose of as the company may instruct all samples patterns
instruction books technical pamphlets catalogues advertising material specifications
and other materials documents and papers whatsoever sent to the distributors and
relating to the business of the company. Upon such termination the distributors shall
forthwith deliver up to the company or otherwise dispose of as the company directs the
products and any parts thereof the property of the company, which the distributors may
have, in their possession or under their control. The cost of carnage insurance duty and
charges incurred in any such return delivery up or other disposal shall be borne equally
between the parties / by……………. Party.

10. The company shall have the right at anytime by giving notice in writing to the
distributors to terminate the agreement forthwith in any of the following events: If the
distributors commit a breach of any of terms or conditions of this agreement; If the
distributors enter into liquidation whether compulsorily or voluntarily otherwise than
for the purposes of amalgamation or reconstruction or compound with their creditors or
have a receiver appointed of all or any part of their assets or take or suffer any similar
action in consequence of debt / If the distributors or any of the members of the firm
become bankrupt or insolvent or enter into any arrangement with their creditors or take
or suffer any similar action in consequence of debt. After ……………………………… either
party shall have the right to determine this agreement by giving ....... calendar months'
notice in writing, expiring on the ................... date of.............. in the ....... or in any
subsequent year to the other party.

11. The distributors undertake that they will not at any time after the making of this
agreement divulge any information in relation to the company's afffairs or business or
method of carrying on business.

12. Where in order to enable the distributors to maintain adequate sales coverage
the appointment by the distributors of agents or sub-distributors is desirable the
distributors shall be entitled with the previous consent in writing of the company to
make such appointment but only on such terms as the company shall in writing approve
and the distributors shall be at all times responsible for the acts deeds or omissions of
all persons firms or companies so appointed.

13. The company shall not be responsible for acts or defaults of the distributors'
employees or representatives.
14. Nothing in this agreement shall constitute or be deemed to constitute a
partnership between the parties hereto or constitute or be deemed to constitute the
distributors as agents of the company for any purpose whatever and the distributors
shall have no authority or power to bind the company or to contract in the name of and
create a liability against the company in any way or for any purpose.

15. Any dispute difference or question which may arise at any time hereafter
between the company and the distributors touching the true construction of this
agreement or the rights and liabilities of the parties hereto shall be referred to the
decision of a single arbitrator to be agreed upon between the parties or in default of
agreement for fourteen days to be appointed at the request of either party by [person
nominated to appoint in accordance with and subject to the provisions of the
Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment
thereof for the time being in force.

This agreement shall be deemed to have been made in India and the construction
validity and performance of this agreement shall be governed in all respects by the law
of that country.

COMPANY

GPA HOLDERS LTM FOR IDENTIFICATION SIGNATURE

Photo
WITH COMPANY SEAL

Name:…………………………………….
AGENT/DISTRIBUTOR

Photo LTM FOR IDENTIFICATION SIGNATURE

Name:…………………………………….
Witnesses

1. Name……………………………..

S/O……………………………….
Adress……………………………
……………………………………
…………………………………….
……………………………………. SIGNATURE
2. 2 Name……………………………..

S/O……………………………….
Adress……………………………
……………………………………
…………………………………….
……………………………………. SIGNATURE