Agreement For Appointment Of Sole Selling Agent By Manufacturing Company - Legal Draft

AN

AGREEMENT made on this _____day of _________________BETWEEN

______________Company, a company registered under the companies Act 1956

manufacturers of___________(Hereinafter called the manufacturers) of the one

part AND_______________(Hereinafter called the sole agent) of the other part.WHEREAS

the manufacturers are engaged in the manufacture of _________and are desirous

of appointing a sole selling agent for the sale of the same.AND

WHEREAS the sole agent has approached the manufacturers for appointment as the

sole selling agent for ___________ goods of the manufacturers and is willing to

perform the duties as such.NOW

THIS AGREEMENT WITNESSES as follows:1. The manufacturers

appoint ______________as the sole selling agent for the goods manufactured by

them for the area comprising_______________ as the sole agent shall have

exclusive right to sell the goods of the manufacturers in the above mentioned

area.2. This appointment is

being made by the Board of Directors subject to the condition that the

appointment shall cease to be valid if it is not approved by the company in the

first general meeting held after the date of this appointment (Approval by the

company in the first general meeting held after the date of appointment is

mandatory under section 294 (2) of the Companies Act, 1956.3. This appointment

shall last for a period of five years computed from the date of this agreement.

It may, however, be extended for further periods not exceeding five years on

each occasion. (Under section 294 (1) of the Companies Act, 1956, no company

shall appoint a sole selling agent for a term exceeding five years at a time.)4. The manufacturers

undertake not to sell their goods in retail below the following prices.5. The sole agent shall

not sell the goods in retail below the prices mentioned under clause 4 of the

agreement.6. The sole agent shall

pay to the manufacturers the sale proceeds which shall be determined as per the

market value of the goods sold7. The manufacturers

agree that as the Consideration payable to them depends upon the market value

of the goods sold by the Sole agent. It may fluctuate from year to year.8. The sole agent shall

be entitled to a commission of 3.5 % on the sale price of the goods.9. The sole agent shall

have 20 days credit for payment of price of goods after receipt of goods.10. The manufacturers

shall not affect direct sales of goods within the area mentioned in clause (1).

All inquiries, orders and correspondence which the manufacturers receive in

relation to that area shall be forwarded to the sole agent to be dealt with.11. The sole agent may

appoint sub-agents and representatives for the area covered by the sole agency.

The manufacturers shall not enter into any correspondence or dealings, direct

or indirect, with them.12. The manufacturers

agree to execute the orders placed by the sole agent so far as the goods

available with them permit. Neither do the manufacturers guarantee minimum

supply of goods to the sole agent nor is the latter bound to place order for

any minimum quantity of goods.13. In case the terms of

this appointment are varied by the Central Government in exercise of its power

under section 294 (5), Companies Act, 1956, this appointment shall, as from the

date as may be specified by the Central Government in its order of variation of

terms, be regulated by the terms and conditions as varied by the Central

Government.IN

WITNESS WHEREOF the parties hereto have signed this agreement on the day and

year first written above.Dated

this_______day of _____________Name

& designation of First PartySignatureIn

presence ofName

& designation of second partySignatureIn

presence of