AGREEMENT FOR APPOINTING OF SALES AGENT

AGREEMENT FOR APPOINTING A SALES AGENT

This agreement is made on this ______ day of ____________, year ______,

Between M/s ____________________, a company registered under the Companies Act, 1956, having its registered office at ____________________ (hereinafter referred to as the "Company", which expression shall, unless the context requires otherwise, include its successors and assigns) of the one part;

AND Mr./Ms. ____________________ (hereinafter referred to as the "Agent") of the other part.

Whereas the Company is doing business, manufacturing and dealing in Computers, Computer Hardware and Computer Software for the last 10 years, and selling its products both in domestic and export markets;

And whereas the Agent was working with another company as Chief Mechanic of Computers, acquiring knowledge of repairing hardware and software, rendering after-sales service, and keeping computers in good working condition;

And whereas the Agent, leaving his previous company, has asked the Company for an agency to sell the products of the Company on a commission basis;

And whereas the Agent has declared that he is not working for any other company, and that he wants to work as agent for selling computers with their accessories as an independent contractor;

And whereas the Company and the Agent have discussed and negotiated concerning the sale of the Company's products by the Agent in the territories covering the States of ____________________;

And whereas the parties herein have mutually agreed to the terms and conditions concerning the sale of the Company's products;

Now these presents witnesseth, and the parties hereby agree as follows:

1. The Company hereby appoints the Agent as the agent of the Company in the States of ____________________ for selling the Company's products, including Computers, Computer Hardware and Computer Software, for a period of three years beginning from ____________, on the terms and conditions stated hereinafter.

2. The Agent shall:
(a) try his best to promote and expand the sales of the Company's computers, hardware and software (hereinafter referred to as the "products") in the State(s) of ____________________ (hereinafter called the "territories"), to all potential purchasers thereof, and work diligently in obtaining orders therefor;
(b) act faithfully and loyally, and obey the orders and instructions of the Company; and, if in any case he does not get instructions in a particular matter, act in such a manner as the Agent reasonably considers to be most advantageous to the interests of the Company;
(c) not engage or be interested, directly or indirectly, as principal, agent, partner, director or employee, in the production, sale or advertisement of goods of any description or kind akin to or competing with the products of the Company, without the prior express consent of the Company;
(d) not take orders for selling any products to any person which are known by him, or which he has reasonable cause to believe, are intended for re-sale outside the territories, without the prior consent of the Company;
(e) refer to the Company all enquiries for products received from outside the territories, as also from addresses in the territories for re-sale outside the territories;
(f) take orders for selling goods only after confirmation and acceptance by the Company, on the usual terms and conditions;
(g) not make any representation in selling goods, nor give any warranties/concessions, other than those contained in the Company's conditions of sale;
(h) keep proper books of accounts/records of all enquiries and transactions concerning the products, separate from other transactions outside the agency, and submit reports from time to time to the Company, and permit the Company's authorised officer to inspect and take copies of such books of accounts/records.

3. The Agent shall conduct a market survey and properly enquire into the financial stability of the intending purchasers of goods, and present reports to the Company. The Agent shall promote and attend the sale of products at all Sales Exhibitions and Trade Shows, after properly intimating the Company of the particulars thereof.

4. The Agent shall not transfer, assign or charge his rights under these presents, and in all communications and commercial documents concerning the products shall describe himself as the Selling Agent for the Company's products.

5. The Agent shall defray all expenditure incidental to the Agency, shall not make directly or indirectly any profit or take any advantage in selling the products, and shall not disclose any information concerning the Company's trade secrets, know-how, marketing technique, or any mode of manufacturing, selling or dealing in its products.

6. The Agent covenants and agrees that the Agent shall not act as Selling Agent for any other company for computer goods akin to the Company's products, for three years within the said territories, after the termination of the present agreement.

7. The Company shall, at its own expense, supply to the Agent samples, patterns, catalogues, operating manuals, repairing manuals, details of parties and advertising materials, as the Company deems reasonably enough to enable the Agent to conveniently render after-sales service to purchasers of the products in the said territories.

8. Notwithstanding anything to the contrary contained herein, the Company retains to itself its right:
(a) to decline, at its absolute discretion and without assigning any reason therefor, any order, or to submit any quotation or tender on any enquiry transmitted to the Company by the Agent;
(b) to sell and supply the Company's products directly to customers in the said territories;
(c) to assign and transfer its rights/obligations under this covenant to any other concern, on giving ______ days' notice to the Agent.

9. It is agreed that if, in the reasoned opinion of the Company, the Agent is not producing sufficient sales coverage in or through the said territories, the Company may exclude a part of the territories, or otherwise vary the extent of the territories, on prior notice to the Agent.

10. In consideration of the services to be rendered by the Agent, the Company will pay to the Agent a commission of ___% on the invoice price of products sold in the territories up to a sale of Rs. ___ lakhs; and thereafter ___% up to the sale of Rs. ____________; and ___% on sales exceeding Rs. ____________. Such commission is payable on furnishing of accounts every ______ months.

11. The Company shall reimburse every month the actual expenses of travelling, advertisements, repairs to computers sold, and such other expenditure which the Agent might reasonably spend concerning rendering after-sales service and promoting sales of the Company's products.

12. If any customer does not pay, or pays less, or returns the goods concerning which the Company has paid commission to the Agent, the Agent hereby undertakes and agrees to refund the commission received for such products.

13. In addition to any other rights herein or under the law, the Company shall have the right at any time, by giving express notice to the Agent, to determine the Agreement at once, if the Agent contravenes any terms herein, or does any act of insolvency, or is restrained from doing his duties hereunder for ______ months for any reason whatsoever, or is guilty of any conduct prejudicing the interests of the Company, or purports to transfer the burden or advantage of, or charge the advantage of, this Agreement.

14. After the termination of this covenant, the Agent shall, at his own expense, promptly return to the Company all samples, patterns, catalogues, advertising materials, specifications and other materials, documents and papers concerning the business of the Company which the Agent has in his possession or control.

15. The waiver by the Company of any contravention of any of the terms of this Agreement shall not restrict the future enforcement of that term, and shall not be considered a waiver of any future contravention.

16. There are no other promises, terms or conditions other than those contained in these presents.

17. This Agreement shall be renewed after three years on the terms and conditions which might be mutually agreed upon.

IN WITNESS WHEREOF the parties have executed these presents on the day, month and year first above-written.

Signed, sealed and delivered by Mr. ____________________, pursuant to the Board Resolution of ____________________ dated ____________, in the presence of a witness:
________________________

Signed, sealed and delivered by Mr./Ms. ____________________, the Agent, in the presence of a witness:
________________________

DATE: ____________
PLACE: ____________

WITNESSES:
1. ________________________
2. ________________________