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Modele de document et de lettre : Contrat de concession exclusive

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Exclusive Agency Agreement

Between
[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of [LIEU ETABLISSEMENT], registered office in [ADRESSE SIEGE SOCIAL], represented by Mr. [FABRIQUANT] in his capacity as Managing Director, hereinafter called “the Manufacturer”,

And

[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of [LIEU ETABLISSEMENT], registered office, in [ADRESSE SIEGE SOCIAL], represented by Mr. [AGENTCO]
in his capacity as CEO, hereinafter called “the Agent”

it is agreed hereto as follows:
Article 1 – Object
The Manufacturer grants to the Agent, who accepts it, the agency for the following products :
[MARCHANDISES] in the territory defined below (hereinafter called “the territory”).
Article 2 - Agent’s Obligations
The agent shall solicit customers situated in the territory.
He shall transmit to the manufacturer any offers or orders received by him. He has no authority to make contracts on behalf of, or in any way to bind the manufacturer. He shall bring to the notice of the customer the terms and conditions of sale (including delivery periods and payment) prescribed by the Manufacturer. The Manufacturer shall be free to reject any offer or orders transmitted to him by the Agent.
He shall negotiate and conclude contracts of sale in the name, and on behalf of the Manufacturer. The Agent shall observe the terms and conditions of sale (including delivery periods, price and payment prescribed by the Manufacturer).
Article 3 - Obligation to Promote a Minimum Turnover
The Agent shall transmit not less than [CA MINI A REALISER] orders during any period of [DATE DES TERMES]
[months/years].
If the Agent fails so to do so, the Manufacturer shall be entitled, notwithstanding anything in article 4 to terminate the contract by registered letter at the end of the current calendar [year/half year/ quarter/ month], subject to giving prior notice of [DATE FIN PREAVIS] [months, weeks].
Article 4 - Manufacturer To Be Kept Informed
The Agent shall with due diligence keep the Manufacturer informed on market conditions and the state of competition.
He shall further send every [PERIODICITE D'ETABLISSEMENT DU RAPPORT DU CA]
months a report on his activities.
Article 5 - Undertaking not To Compete
The Agent shall not compete with the Manufacturer or assist others to compete with him, in particular the Agent shall not manufacture products identical with, or similar to, the products, nor shall he acquire an interest in any undertaking which competes with the manufacturer.
On the coming into force of this contract the Agent shall inform the Manufacturer of any existing Agreements which bind the Agent towards any other products, whether as representative, agent or retailer, and shall thereafter keep the Manufacturer informed of any further such Agreements entered into by the agent. The exercise of such activity by the Agent shall in no case prejudice the punctual fulfilment by him of his obligations towards the Manufacturer.
Article 6 - Prohibition in Respect of Other Territories
The Agent shall not solicit or negotiate contracts with customers outside the territory.
The Agent shall notify the Manufacturer of any inquiry made by persons situated outside the territory. Such notification shall not entitle the Agent to any commission.
Article 7 - Agent to Be Kept Informed
The Manufacturer shall provide the agent with all information and documents necessary for the exercise of the Agent’s activities, including conditions of sale, price lists, technical documents, advertising material.
The Manufacturer shall notify the Agent immediately of any change in its prices, its conditions of sale or its terms of payment.
Article 8 - Obligations of the Manufacturer
The Manufacturer shall not grant to any other person or undertaking the right to represent or sell the Products in the territory.
The Manufacturer shall notify the Agent of any orders which reach him from customers situated in the territory. The Agent shall be entitled to the commission provided for in article 9.
Article 9 - Amount of Commission
The Agent’s commission shall be [% CA] per cent on all sales of the Products which are made during the currency of the contract to customers situated in the territory and on which a right to commission has not been expressly excluded.
Article 10 - Time of Payment of Commission
The Manufacturer shall state the commission due to the Agent in respect of each quarter and shall set out all the business in respect of which such commission is payable. Payment of commission shall be made not later than the end of the month following each such quarter .
Article 11 - Currency in which Commission is Paid
Commission is calculated and transferred in the currency of the transaction on which the commission is payable.
Article 12 - Taxes
[Cross out the option not applicable]
A. Turnover taxes payable by the Agent’s country on its commission shall be for its account.
B. Turnover taxes payable in the Agent’s country on its commission shall be for the account of the manufacturer.
Article 13 - Contract Period
[Cross out the option not applicable]
A. The contract shall enter into force on [DATE DEBUT CONTRAT] and expire on [DATE FIN CONTRAT].
Or
B. The contract shall enter into force [DATE 1] and may be terminated, subject to prior notice of [DATE DEBUT DISPENSE EXECUTION PREAVIS], on [DUREE PREAVIS]
but not earlier. If not terminated on that date the contract may thereafter be terminated on 31st December of any year subject to prior notice of [DUREE PREAVIS] months.
Article 14 - Earlier Termination
Save as provided in article 13, neither Party shall be entitled to terminate the contract except for reasons under which the proper law of the contract constitute good and sufficient grounds for termination.
Article 15 - Return of Documents and Stocks
On the expiry of the contract the Agent shall return to the Manufacturer all advertising material and other documents mentioned hereunder which have been supplied to him and which are still in his possession.
On the expiry of the contract the Agent shall return products and spare parts stored in its premises mentioned hereunder.
Article 16 – Compensation
Except when the contract is terminated by reason of a breach by either Party, no compensation shall be payable in consequence of a termination or failure to renew the contract.
Article 17 - Applicable Law and Authentic Text
The contract is governed by the law in force in the country where the Manufacturer has its head office. The [LANGUEINICONT] text of this contract is authentic.
Article 18 : Competence
Any dispute arising out or in connection with this Agreement shall be settled without recourse to the courts, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more arbitrators designed in conformity with those Rules, the awards being final and binding. The arbitrator or arbitrators shall have power to rule on their own competence and on the validity of the Agreement to submit to arbitration.

Agreement made in Paris, this [JOUR/MOIS SIGNATURE DU CONTRAT] day of [ANNEE SIGNATURE DU CONTRAT], in 6 (six) original copies.


The Manufacturer                                The Agent
[FABRIQUANT]                                [AGENTCO]

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