Appointment of Sole Selling Agent

This agreement is made on this 11th day of October 2000 between AB Co. Ltd., a company registered under the Companies Act 1956 and carrying business at………………, Calcutta (hereinafter referred to as the company) of the One Part and CD Co. Ltd., a company registered under the Companies Act 1956 and carrying business at……………., Kerala (hereinafter called agent) of the Other Part.
Whereas the company is engaged in the manufacture of cotton and textiles polyster fibre yarn suitings and shirtings.
And whereas the agent is the wholesale trader in suitings and shirtings and textile goods and materials in South India with headquarters at Ernakulam and has approached the company for being appointed as sole selling agent of the company in South India.
And whereas the company in its general meeting held on 15th September 2000 has decided to appoint CD Co. Ltd. as the sole selling agent for Southern India for whole-sale business of the company's manufactured suitings and shirtings and the Central Government has also approved the appointment of the said sole-selling agent for the said goods.
Now this agreement witnesses and the parties hereby agree as follows:
1. The company appoints CD Co. Ltd., Kerala as the sole selling agent for South India for the suitings and shirtings manufactured by the company and the said Agent will have the exclusive right and authority to sell whether in cash or on credit and procure the orders for sale of the said products of the company in any manner in the said territory.
2. The appointment shall take effect from 1st day of November 2000 and shall remain in force for five years from the said date without prejudice to the right of re-appointment but subject to the approval by the company in general meeting and also subject to the approval by the Central Government as required under section 294 of the Companies Act 1956 and rule 2 of the Companies (Appointment of Sole Agents) Rules 1975.
3. The agent shall have the right to operate in the entire territories of South India either directly or through their branch offices, associates or sub-agents for giving effect to this agreement.
4. The agent in consideration of its selling and procuring orders for the sale of the company's products shall be paid a commission of 25% on the total sales effected by it but on the amount actually collected by it and paid to the company.
5. The agent hereby covenants that it will exclusively engage in the sale of the company's products to the best of its ability and shall not engage in the sale of similar or identical products of other manufacturers and it will protect, preserve and maintain patents and trade mark of the company's products sold by it in all possible manner at its own cost and will never allow others to use the same unauthorisedly. The agent will keep and maintain full and complete accounts of the sale of the company's products, area-wise and region-wise and submit quarterly reports of sale, stock-in- hand, realisation of credit bills and any other information as may be desired by the company from time to time. It will not create any obligations involving payment either in cash or kind on behalf of the company and shall not assign any interest, right and obligation arising out of these presents to any third party. The agent shall keep the company well informed of the demands of the company's products arising in the territories of its operation from time to time.
6. The company hereby covenants that it shall provide to the agent complete catalogues, instruction books, circulars for promoting sales of its products and publish advertisements in local and regional newspapers for promoting sales of the company's products. It shall execute orders placed by the agent with all reasonable despatch and shall not entertain or execute direct orders from the territories assigned to the agent and in case any orders are received by it the same shall be passed on to the agent and it will be paid commission at 25% on such orders when executed.
7. The parties hereto hereby agree that nothing contained herein shall prejudice the rights of the company to appoint another selling agent in the same territory or to open its own retail shop where it is found necessary to promote public distribution system or to execute any special programme of the Government of India. However, the company shall obtain prior consent in writing of the agent in that behalf.
8. The retail price of the product shall always be determined by the company in consultation with the agent.
9. This agreement shall be renewable subject to mutual consent of the parties hereto on the expiry of five years.
10. The agreement may be terminated by either party on giving six months' notice in advance to the other party in writing.
11. Any dispute arising between the parties hereto shall be referred to the sole arbitrator Mr. MN whose decision/award shall be binding upon the parties hereto.
12. The Calcutta Courts will have the jurisdiction to decide the issues in dispute between the parties hereto.
In witness whereof the parties herein execute these presents on the day, month and year first above-written.
Signed, sealed and delivered by
Mr. ……………….
pursuant to Board Resolution dated 30th September
 2005 of AB Co. Ltd. in the presence of:

Signed, sealed and delivered by
Mr………….
pursuant to Board Resolution
dated 1st October 2000 of CD 
Co. Ltd. in the presence of: