This Agency Agreement (“Agreement”) is made and entered into on this __________ day of ______, 20, (the “Effective Date”) between [Principal Company Name], a company incorporated under the laws of India, having its registered office at [Principal Company Address] (hereinafter referred to as the “Principal”), and [Agent Company Name], a company incorporated under the laws of India, having its registered office at [Agent Company Address] (hereinafter referred to as the “Agent”).
WHEREAS, the Principal is engaged in the business of [Principal Business Description];
WHEREAS, the Agent has the necessary expertise, resources, and capabilities to perform certain services in connection with the Principal’s business;
WHEREAS, the Principal desires to appoint the Agent as its exclusive agent to perform the services, and the Agent agrees to act as the exclusive agent, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Principal and the Agent (collectively referred to as the “Parties”) agree as follows:
1.1 The Principal appoints the Agent as its exclusive agent to [Description of Services] (the “Services”) within [Territory].
1.2 The Agent accepts the appointment and agrees to perform the Services diligently and in accordance with the instructions, standards, and guidelines provided by the Principal.
2.1 This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless terminated earlier in accordance with the provisions herein.
2.2 Either Party may terminate this Agreement by giving [Number] days’ written notice to the other Party, without prejudice to any rights or obligations accrued prior to the termination.
Obligations of the Agent
3.1 The Agent shall perform the Services in a professional and competent manner, using reasonable skill, care, and diligence.
3.2 The Agent shall promote the Principal’s products/services in the Territory, actively seek and develop new business opportunities, and maintain regular communication with the Principal.
Obligations of the Principal
4.1 The Principal shall provide the Agent with all necessary information, materials, and support to enable the Agent to perform the Services effectively.
4.2 The Principal shall pay the Agent the agreed-upon commission or fees for the Services provided, as specified in Exhibit A attached hereto.
5.1 The Agent shall keep confidential all proprietary, trade secret, and confidential information of the Principal obtained during the term of this Agreement and shall not disclose such information to any third party without the prior written consent of the Principal.
6.1 Any intellectual property rights related to the Services, including but not limited to trademarks, trade secrets, and copyrights, shall remain the property of the Principal.
7.1 During the term of this Agreement and for a period of [Number] years thereafter, the Agent shall not directly or indirectly engage in any business activities that compete with the Principal’s business within the Territory, without the prior written consent of the Principal.
Governing Law and Jurisdiction
8.1 This Agreement shall be governed by and construed in accordance with the laws of India.
8.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [City], India.
9.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and understandings, whether oral or written.
IN WITNESS WHEREOF, the Parties hereto have executed this Agency Agreement as of the Effective Date first above written.
[Principal Company Name]
[Agent Company Name]