应这段时间若干个米友和外贸圈朋友，找我要模版式的独家协议，附上建材篇的英文版本协议，备注了商谈中需要注意的几个问题。
Exclusive Agency Agreement
This agreement is made and entered into by and between the parties on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:
1.
The parties concerned:
Party A:
Party B:
2.
Commodity and Quantity
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the XXXX from customers. Party B shall undertake to solicit orders for the above commodity form customers during the effective period of this agreement for no less than XX containers each month. One 40 feet container shall load net volume of 30 to 36 CBM. 备注：这里主要注意一点，就首次首次合作代理协议中的量，双方如何商议，卖方主要把该市场的量和买家做充分的研究和调查，1.对方是不是潜在和靠谱的分销商，是不是在尽力销售，还是借产品开拓市场，产品定位，未来规划等， 2. 首次签约给买方留足半年左右时间，在产品营销方面要密切协商沟通，卖方还要关注他的竞争对手以及国内竞争对手的变化，帮助卖方打开市场局面。3. 如果卖方只是想借买方打开该国家的市场缺口，独家代理建议设一个考察期，考察期内，如果买方未做到，则协议就不能正式生效，卖方可以继续往该国家出口售，4 设定卖方不能经营同类产品的销售，一经发现，代理协议取消。
3.
Territory:
4. Conformation of Orders
The quantities, prices and shipments of the commodities stated in this Agreement shall be confirmed in each transaction, the particulars of which are to be specified in the Sales Confirmation signed by the two parties hereto.
5. Payment
The payment for each individual transaction shall be fixed through negotiations between the two parties, and subject to Party A’s final confirmation. There are two terms of payment. One is made by T/T, 30% of the down payment shall be made by TT before the date indicated by the contract and 70% of goods amount shall be made by TT upon receipt of the seller’s notice of cargo readiness in fax within 7 days. Another is made by L/C at sight.
6. Market Report
Party B should undertake to supply Party A, at least once a quarter, with market reports and the buyer’s comments, price, etc. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.
7. Advertising and Expenses
Party B shall bear all expenses in some Palce
8. Validity of Agreement
This agreement shall be effective under the condition that Party B provide orders no less than averaging XXX’ containers monthly from Jan 1st to Sept 30th xxxx except February and August, and shall it remains valid for 12 months form Oct 1st, 2008 to Oct 31st XXX except February and August, Part B provide orders no less than averaging xxx’ containers monthly during this period. And it shall be extended for another 12 months upon expiration unless notice in writing is given to the contrary.
9. Private and Industrial Property Rights:
A. Private Terms
The Sales Representative agrees to hold in confidence and safeguard all business and technical information that it receives from the Company.
B. Protection of Industrial Property Rights
Party B must observe the market condition, should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter’s rights. Party A shall bear this kind of expense except the normal vicarious expenses.
10. Liability for Breach of Contract
A. During the validity of this agreement, if party A has momentous redressal in working item strategy, party B shall be informed one month earlier. If party A fails to inform Party B on time, Party A takes on liability of compensate the whole damnify brought by this.
B. Party A shall not, directly or indirectly, sell or export the commodity to customers in Spain through channels other than Party B during the validity of this agreement. If Party A is found to have violated the stipulations herein, Party A takes on liability of compensate the whole damnify, meanwhile Party B has the right to terminate this agreement.
C. During the validity of this agreement, Party B shall not sell any other products competitive with or similar to Engineered Veneers. Party B agrees to hold in confidence and safeguard all business information that it receives from the Company. If Party B is found to have violated the stipulations herein, Party B takes on liability of compensate the whole damnify, meanwhile Party A has the right to terminate this agreement.
11. Arbitration
All disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.
12. Other terms & conditions
(1) Party A, including the others companies in the same group, shall not supply the contracted commodity to any other buyer(s) in the above mentioned territory. Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in Spain.
(2) If Party B fail to pass on his orders to Party A to reach an average of 4x40’ containers monthly from Oct 1st 2008 to Oct 31st 2009 except February and August. Party A shall not bind himself to this Agreement.
(3) The mark for the goods shall be designed by Party A.
(4) Other terms and condition shall be subject to the terms and conditions in the Sales Confirmation signed by both parties hereto.
This Agreement is in two originals, each Party holds one.
Party A: Party B:
.
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