海外市场独家经销协议-英文版

独家经销协议（英文）APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENTDated 08th January 20021 Parties(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')(2) (name of principal’s agent) whose registered office i n the PR of China at the address …. ('the Principal’s agent')2 Recitals2.1 The Principal manufactures goods including the Products2.2 The Principal’s agent trades with the Products of the Principal2.3 The Distributor wishes to sell the Products in the Territory3 DefinitionsThe following terms shall have the following meanings:3.1 'Business': the promotion and sale of the Products by the Distributor and all matters related3.2 'Commencement Date': the date set out at the head of this Agreement3.3 'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety3.4 'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor3.5 'Currency': US Dollars3.6 'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to whicha documentary credit is opened3.7 'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [5.6] of this Agreement3.8 Trade Name: (insert details)3.9 'Minimum Annual Performance': sales of the Products in each year of the Term3.10 'Products': the products briefly described in Schedule 13.11 'Rights': the sole and exclusive right of the Distributor to carry on:3.11.1 the Business3.11.2 for the Term3.11.3 in the Territory3.12 'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement3.13 'Territory': the territory of the State of Israel4 Grant and reservations4.1 The Principal grants to the Distributor the Rights4.2 The Principal agrees not to appoint any other person to act asits distributor of the Products in the Territory during the Term4.3 Without prejudice to the remaining provisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the DistributorCONDITIONS5 Principal's obligationsThe Principal agrees with the Distributor throughout the Term:5.1 Sole and exclusive distributorNeither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights5.2 Support and informationTo support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense5.2.1 to supply trial samples of the Products upon request from the Distributor5.2.2 to provide and promptly update information about the Products 5.3 IndemnityTo indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from:5.3.1 any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customers5.3.2 any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory providedthat such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement5.4 Delivery of ProductsSubject to availability to supply to the Distributor or the customers of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:5.4.1 comply in all respects with relevant governmental or other regulations in the Territory5.4.2 are of merchantable quality5.4.3 conform to sample and specification limits5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract5.5 Extension of TermTo extend the Term for one further period of two years without break in continuity provided that the Distributor:5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause5.6 Extension of Territory5.6.1 To give to the Distributor not less than 60 days' written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment:5.6.1.1 to sell the Products or goods similar to the Products5.6.1.2 in any places adjoining the perimeter of the Territory5.6.2 Such notice may be treated by the Distributor as an offer of an equivalent appointment and before its expiry the Distributor may give written notice to the Principal that it will take up such appointment on such terms5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice5.7 Extension of ProductsTo add to the Products the goods regularly produced by the Principal and/or traded by the Principal’s agent provided that the Distributor: 5.7.1 has properly observed and performed its obligations under this Agreement so far5.7.2 has achieved the Minimum Annual Performance so far5.7.3 executes an annex to this Agreement in respect of the addition 5.8 No assignmentNot to assign the benefit of this Agreement without the prior consent of the Distributor6 Distributor's obligationsThe Distributor agrees with the Principal throughout the Term:6.1 DiligenceAt all times to work diligently to protect and promote the interests of the Principal6.2 Exclusive agency and territoryNot without the previous consent in writing of the Principal to be concerned or interested either directly or indirectly in the supplyof any goods in the Territory which are similar to or competitivewith the Products6.3 Diligently to promoteAt all times diligently to promote and procure sales of the Productsthroughout the Territory and in particular to achieve the Minimum Annual Performance by appropriate means including:6.3.1 personal visits to and correspondence with such purchasers6.3.2 advertising and distribution of publicity matter subject however to the specific prior approval in writing in all cases by the Principal of the form and extent of such advertising and publicity matter6.4 Good faithIn all matters to act loyally and faithfully toward the Principal6.5 Compliance6.5.1 To conduct the Business in an orderly and businesslike manner 6.5.2 To comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the Business6.6 DisclosureOn entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known toit respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Principal.6.7 Pass on information6.7.1 To refer to the Principal any inquiries from prospective customers or other leads outside the Territory6.7.2 To supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings for the Business or in the Products outside the Territory 6.8 Secrecy6.8.1 Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of the Principal other than to persons who have signed a secrecy undertaking in the form approved by the Principal6.8.2 Not to permit any person to act or assist in the Business until such person has signed such undertaking6.9 DisputesIn the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal with details of the circumstances of the dispute.6.10 NoticeTo comply with the terms of any Default Notice as defined in clause [8.2] specifying a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be but nothingin this clause is intended to require the Principal to serve notice of any breach before taking action in respect of it6.11 Sub-distributors6.11.1 To appoint sub-distributors6.11.2 To be responsible for the activities of any properly appointed sub-distributors6.12 Assignment6.12.1 Not to assign charge or otherwise deal with this Agreement in any way without the consent of the Principal6.12.2 In the case of an intended assignment by the Distributor such consent shall not be unreasonably withheld subject that the proposed assignee shall agree directly with the Principal to be bound by the terms of this Agreement6.13 Grant backIf at any time during the Term the Distributor makes or discovers any improvements to the Business and/or the marketing of the Products forthwith to provide the Principal with all necessary details.6.14 Prompt paymentTo pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.6.15 IndemnityTo indemnify and keep indemnified the Principal from and against any and all loss damage or liability (whether criminal or civil) suffered by the Principal resulting from a breach of this Agreement by the Distributor including any act, neglect or default of theDistributor's agents, employees, licensees or customers.6.16 Pay expensesTo pay all expenses of and incidental to the carrying on of the Business6.17 No warrantiesNot to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time6.18 Act as principalIn all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicate that it is acting as principal7 TerminationThis Agreement shall terminate:7.1 TimeOn the Expiry Date or pursuant to clause [5.6] of this Agreement7.2 Low ordersIn the event that the Minimum Annual Performance is not achieved at any time subject to clause [8.2] of this Agreement.7.3 Fundamental breachOn the occurrence of any of the following events which are fundamental breaches of this Agreement:7.3.1 failure to comply with the terms of any Default Notice as defined in clause [8.2] within the time stipulated7.3.2 infringement of the Rights7.3.3 unfair price quotation from the Principal and/or thePrincipal’s agent7.4 InsolvencyIf the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets or if the Distributor makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against the Distributor or any similar occurrence under any jurisdiction affects the Distributor8 Termination consequences8.1. Compensation for termination8.1.1 In case of termination of this Agreement pursuant to clause7.3.2 the Distributor shall be entitled to receive compensation amounting to $ 500 000 [five hundred thousand US Dollars]8.1.2 The compensation shall be paid to the Distributor not later than 15 days after the date of termination8.2 Default noticeIn the event of a breach by any party of any of the provisions ofthis Agreement other than a fundamental breach specified in Clause [7.3] the other party may serve notice requiring the breach to be remedied within a reasonable time stipulated in that notice but nothing in this clause shall require the party to serve notice of any breach before taking action in respect of it8.3 Existing rightsThe expiry or termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement9 Miscellaneous9.1 WarrantyEach of the parties warrants its power to enter into this Agreement and has obtained all necessary approvals to do so9.2 The Distributor warrants that it is not at the time of entering into this Agreement insolvent and knows of no circumstance which would entitle any creditor to appoint a receiver or to petition for winding up or to exercise any other rights over or against its assets 9.3 Force majeureBoth parties will be released from their respective obligations inthe event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the Agreement impossible.9.4 SeveranceIn the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or the remaining provisions of this Agreementshall remain in full force and effect unless each of the parties at its own discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event the said party shall be entitled to terminate this Agreement by 60 days' notice to the other parties and the provisions of clause [8] shall apply accordingly9.5 Whole agreementThe Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Principal, the Principal’s agent or their employees or agents and has made its own independent investigations into all matters relevant to the Business9.6 Supersedes prior agreementsThis Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties9.7 Change of addressEach of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any event within 48 hours of such change or acquisition9.8 NoticesAny notice to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by telex or by electronic mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by telex or by electronic mail to the correct telex number (with correct answerback) or correct electronic mail number of the addressee9.9 Joint and severalAll agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties9.10 No partnershipThe parties are not partners or joint venturers nor is theDistributor able to act as agent of the Principal save as authorised by this Agreement9.11 Proper law and jurisdiction9.11.1 This Agreement shall be governed by the substantive law of the Republic of Bulgaria in every particular including formation and interpretation and shall be deemed to have been made in Bulgaria9.11.2 Any disputes from this agreement or concerning disputesarising from or concerning its interpretation, invalidity, non-performance or termination, as well as disputes filling gaps in the agreement or its adaptation to newly arisen circumstances, shall be settled by the Arbitration Court at ……Chamber of Commerce and Industry in accordance with its Rules for Cases Based on Arbitration Agreements.9.11.3 The Arbitration Court shall consist of five arbitrators – one nominated by the Principal, one nominated by the Principal’s agent, one nominated by the Distributor and two to be elected by the three nominee arbitrators unanimously.9.11.4 The language of the Arbitration proceedings shall be English.9.11.5 Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with clause [9.12]9.11.6 The decision of the Arbitration Court shall be final and binding upon the parties.9.11.7 The expenses for the arbitration shall be borne by the losing party and in case of joint liability shall be evenly distributed among the parties.9.12 Survival of termsNo term shall survive expiry or termination of this Agreement unless expressly provided9.13 WaiverThe failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement9.14 CostsEach of the parties shall pay the costs and expenses incurred by itin connection with this Agreement unless otherwise expressly provided in this Agreement.9.15 Acceptance and delivery9.15.1 AcceptanceOrders shall be regarded as provisionally accepted to the extent notified in writing by the Principal, whereas such acceptance shallnot be unreasonably withheld9.15.2 Shipping datesShipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall not be of the essence of this Agreement9.15.3 CarriageThe Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment toits destination which may be the Territory by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges if obliged to as per the terms of the specific sales contract.9.15.4 InsuranceThe Principal as agent for the Distributor if requested shall effect in transferable form a policy of insurance against the risks involved in transporting the Consignment to its destination9.15.5 Certificates of origin and other documentation9.15.5.1 The Principal shall at its own expense obtain for the Distributor any certificates of origin, consular invoices or other documents the Distributor may require9.15.5.2 The Principal shall render to the Distributor at thelatter's request, risk and expense every assistance in obtaining any documents other than those mentioned in clause [9.15.5.1] which the Distributor may require for the importation of the Consignment into the country of destination (and where necessary its passage intransit through another country)9.15.5.3 It shall be the Principal's agent responsibility to obtain any necessary licence for the export of the Consignment to the country of destination9.16 Packing for delivery and risk in transit9.16.1 Unless otherwise requested the Principal shall pack the Consignment in a manner reasonably suitable for safe transportation to the Territory9.16.2 The Principal and/or the Principal’s agent shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within the Territory designated by the Distributor and shall arrange freight and insurance to such destination as agent for the Distributor9.17 Defective Consignment9.17.1 If the Distributor notifies the Principal of any defect in a Consignment upon arrival the Principal shall be entitled to take all necessary steps to ascertain the cause of the defect and in the event that the Principal shall determine that the defects are inherent ordue to loss or damage occurring before the risk of loss or damage passed to the Distributor the Distributor will co-operate with the Principal in taking whatever steps are necessary to bring the Consignment up to specification9.17.2 Each Consignment of the Products, which the Principal shall make, shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination by the Distributor10 CounterpartsThis agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.IN WITNESS whereof the parties hereto have caused this agreement to be duly executed on the date written above.Executed as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorExecuted as a deed (but not delivered until the date hereof) and the common seal of ……. Ltd., PR of China affixed in the presence of: ......................................, DirectorSigned as a deed and Delivered (but not until the date hereof) and the common seal of in the presence of: ......................................。

独家代理协议英文（3）独家代理协议英文第八条费用分担除另有约定，所有费用和支出，如电讯费、差旅费以及其他相关销售费用，都应由代理商承担。

此外，代理商还应承担维持其办公处所、销售人员以及用于执行卖方有关代理商义务的所有指令而发生的费用。

Article 8 Expensesall expenses and disbursements such as cabling,travelling and other expenses incurred in connection with the sale of products shall be for the account of agents, unless especially arranged.further agent shall ,at his own expenses,maintain offic(s),salesman and other sufficient for the performance of the obligation of agent in conformity with any and all instructions given by seller.第九条佣金卖方接受代理商直接获得的所有订单后，应按发票净售价XX%，以XX（货币）支付给代理商佣金。

佣金在卖方收到全部货款后每六个月以汇款方式支付。

Article 9 Commissionseller shall pay to agent commission in XX currency at the rate of XX% of the net invoiced slling price of products on all orders directly obtained by agent accepted by seller, such commission shall by payable every six moinths only after seller receives the full amount of all paymnets due to seller, payments of such commission shall be made to agent by way of remittance.第十条商情报告卖方和代理商都应按季度或按对方要求提供市场报告，以尽可能促进商品销售。

EXCLUSIVE DISTRIBUTORSHIP AGREEMENT独家经销权（总代理）授权协议THIS AGREEMENT, is made and entered into Nov.1st, 2016 by and between Fillico Japan Co.,Ltd. , a Japanese corporation having its principal office at Tokyo Shinju Building 5th Floor, 6-16-3 Ginza Chuo-Ku, Tokyo, Japan (hereinafter referred to as “Fillico”) and Zhongjucheng(Beijing)Culture Corporation, a Chinese corporation having its principal office atRoom405-406,ZhoumingBuilding,No.1069,Gaobeidian Township, Chaoyang District Beijing, P.R.China(hereinafter referred to as “Distributor”).本协议在2016年11月1日由于Fillico Japan Co., Ltd.日本企业，其主要办公地址为。

与中钜铖（北京）文化股份有限公司，中国企业，其主要办公地址为。

制定并实行。

WITNESSETH THAT（本协议）作证WHEREAS,Distributor has been for many years engaged in marketing and distributing of bottled water in Territory as herein defined, having and maintaining adequate sales organizations and proper sales persons for sale of such kind of Products in Territory, and desires to import and distribute Products as herein defined in Territory utilizing such experience and organizations; and,鉴于，［经销商］多年在下列规定［地域］从事于瓶装水的销售和经销，（并且）为销售如前所述这种商品，在［地域］具有并维持足够的销售组织和适当的人员，因此愿意利用如前所述经验和组织进口并经销在下列规定的［商品］。

独家经销协议由中国沈阳－以下称“甲方”和(国家城市)－以下称“乙方”签署年月日SOLE SALES AGREEMENTSigned-by and between-ShenyangP. R. ChinaPARTY Aand(City and country)PARTY B(DATE)独家经销协议SOLE SALES AGREEMENT协议号：（甲方）Agreement No.: (Party A)协议号：（乙方）Agreement No.: (Party B)本《独家经销协议》（下称“本《协议》”）是由依照中华人民共和国现行法律合法设立并有效存续的、其主要经营地址为的（下称“甲方”）与依照现行法律合法设立并有效存续的、其注册办公地址为的（下称“乙方”）于年月日在中华人民共和国辽宁省沈阳市签订。

甲方与乙方合称为“协议双方”，单称为“协议一方”。

This “SOLE SALES AGREEMENT”(hereinafter referred to as “This Agreement”) is made on the day of , at Shenyang City, Liaoning Province, P. R. China by and between: (hereinafter referred to as “Party A”), a corporation duly established and existing under the currently effective laws of the People’s Republic of China with its registered address at and (hereinafter referred to as “Party B”), a corporation duly established and existing under the currently effective laws of with its registered address at .Party A and Party B are hereinafter referred to collectively as the “Parties”, and individually as a “Party”.鉴于：WITNESS1、甲方是一家汽车产品的制造、销售公司，有权并愿意根据本《协议》约定的条件许可乙方成为在经销区域内的独家经销商，以便乙方在经销区域内经销甲方所供协议产品。

国际贸易独家经销协议标准范本地址：_____ 邮码：_____ 电话：_____法定代表人：_____ 职务：_____买方：_____地址：_____ 邮码：_____ 电话：_____法定代表人：_____ 职务：_____卖方与买方在平等、互利基础上，经双方协商一致同意按下列条款履行，并严格信守。

第一条货物名称、规格、包装及唛头：第二条数量、单价、总值：卖方有权在3%以内多装或少装。

上述价格内包括给买方佣金_____%按fob值计算。

第三条装运期限：第四条装运口岸：第五条目的口岸：第六条保险：由卖方按发票金额110%投保。

第七条付款条件：买方应通过买卖双方同意的银行，开立以卖方为受益人的、不可撤消的、可转让和可分割的、允许分批装运和转船的信用证。

该信用证凭装运单据在_____国的_____银行见单即付。

该信用证必须在_____前开出。

信用证有效期为装船后15天在_____国到期。

第八条单据：卖方应向银行提供已装船清洁提单、发票、装箱单/重量单;如果本合同按cif条件，应再提供可转让的保险单或保险凭证。

第九条装运条件：1.载运船只由卖方安排，允许分批装运并允许转船。

2.卖方于货物装船后，应将合同号码、品名、数量、船只、装船日期以电报通知买方。

第十条品质和数量/重量的异议与索赔：货到目的.口岸后，买方如发现货物品质及/或数量/重量与合同规定不符，除属于保险公司及/或船公司的责任外，买方可以凭双方同意的检验机构出具的检验证明向卖方提出异议。

品质异议须于货到目的口岸之日起30天内提出，数量/重量异议须于货到目的口岸之日起15天内提出，卖方应于收到异议后30天内答复买方。

第十一条不可抗力：由于不可抗力使卖方不能在本合同规定期限内交货或者不能交货，卖方不负责任。

但卖方必须立即电报通知买方。

如果买方提出要求，卖方应以挂号函向买方提供由有关机构出具的事故的证明文件。

第十二条因执行本合同有关事项所发生的一切争执，应由双方通过友好方式协商解决。

国际销售独家代理合同协议(中英文对照)EXCLUSIVEAGENCY...Exclusive Agency Agreement for International Sales (Chinese-English)本文件是由以下各方共同就<<销售公司名称>>（以下称为“销售公司”）的国际销售业务，以及由<<代理公司名称>>（以下称为“代理公司”）作为销售公司的独家代理商而达成的独家代理协议。

I. 定义和范围1.1 “销售产品”指销售公司在本协议下允许代理的所有产品和服务。

1.2 “代理地区”指代理公司为销售产品进行销售的领土或者国家。

1.3 “有效期”指本协议的期限，从双方签字日期起，持续有效。

II. 运营条件2.1 销售公司允许授予代理公司在代理地区内销售其产品的专属权。

2.2 代理公司允许通过自主市场策略和技术支持，以代理公司自己的名义和风格在代理地区内销售销售公司的产品。

2.3 代理公司有责任对销售产品进行宣传，并代表销售公司向代理地区内的客户提供销售支持。

2.4 销售公司允许向代理公司提供有关销售产品的技术支持和培训，以便代理公司能够更好地向客户推销销售产品。

2.5 代理公司有责任遵守销售公司的任何合理规定，并以代理公司自己的名义和声誉代表销售公司在代理地区进行业务拓展。

III. 条款和条件3.1 本协议是独家代理协议，代理公司允许销售公司在代理地区内的所有产品的销售排他性代理人，并不得被其他销售公司或者代理公司任命为其代理人。

3.2 代理公司允许向销售公司保密所有技术和商业信息，并不得将此信息向第三方披露。

3.3 代理公司允许按照销售公司的要求维持销售产品和销售支持的最高标准，并促进销售公司和代理公司之间的关系。

3.4 代理公司允许只使用销售公司提供的标准销售文书和销售资料。

这些文件的使用过程由销售公司控制。

3.5 销售公司有权在任何时候制定销售产品的价格，但均应通知代理公司，并有义务根据代理公司的实际业务和市场环境进行适当调整。

独家经销协议(中英文)6篇篇1本协议于XXXX年XX月XX日签署，由以下两方共同签订：甲方：（以下简称“供应商”）乙方：（以下简称“经销商”）鉴于双方愿意在经销领域建立长期稳定的合作关系，共同拓展市场，实现共赢发展，经友好协商，达成如下独家经销协议：一、协议目的本协议旨在明确供应商与经销商之间的独家经销关系，规定双方的权利和义务，确保双方共同遵守并执行。

双方同意在本协议规定的范围内开展业务活动，并承诺遵守国家法律法规和行业规范。

二、经销区域及期限经销商被授权在特定区域内独家经销供应商的指定产品。

具体区域和期限详见本协议附件。

经销商在此期限内享有独家经销权，供应商不得擅自扩大其他经销商的经营范围或允许其他经销商在指定区域内经营同类产品。

三、产品供应及价格政策供应商保证及时向经销商提供质量稳定的产品，并遵守承诺的价格政策。

经销商按照供应商规定的价格销售产品，不得擅自调整价格。

如供应商调整价格，应提前通知经销商并得到经销商同意后再行实施。

四、市场营销支持供应商将向经销商提供必要的产品宣传资料、市场信息和销售支持。

经销商应按照供应商的要求进行市场推广和营销活动，共同拓展市场份额。

五、保密条款双方应对本协议内容、商业计划、产品配方、市场策略等涉及商业秘密的事项予以保密，未经对方同意，不得泄露给第三方。

六、违约责任如双方中的任何一方违反本协议的任何条款，均应承担违约责任。

具体违约责任详见本协议附件。

七、适用法律及争议解决本协议适用中华人民共和国法律。

如双方在履行本协议过程中发生争议，应首先通过友好协商解决；协商不成的，任何一方均有权向有管辖权的人民法院提起诉讼。

Eighth, Agreement in EnglishExclusive Distribution AgreementThis Agreement is made and entered into on ____(MM/DD/YYYY) by and between:Party A: (hereinafter called the "Supplier")Party B: (hereinafter called the "Distributor")WHEREAS, the Parties wish to establish a long-term and stable cooperative relationship in the field of distribution, and to jointly expand the market and achieve win-win development;NOW, THEREFORE, the Parties, by friendly consultation, agree to the following Exclusive Distribution Agreement:I. Purpose of the AgreementThis Agreement is intended to clarify the exclusive distribution relationship between the Supplier and the Distributor, stipulate the rights and obligations of both Parties, and ensure that both Parties comply with and implement the Agreement. The Parties agree to conduct business activities within the scope stipulated in this Agreement and承诺to abide by national laws, regulations and industry norms.II. Distribution Area and TermThe Distributor is authorized to distribute the Supplier's designated products exclusively within a specific area. The specific area and term are detailed in the appendix of this Agreement. The Distributor enjoys exclusive distribution rights during this term, and the Supplier shall not arbitrarily expand the business scope of other distributors or allow other distributors to operate similar products within the designated area.III. Product Supply and Price PolicyThe Supplier guarantees to provide the Distributor with stable quality products in a timely manner and comply with the promised price policy. The Distributor shall sell products at the prices specified by the Supplier and shall not adjust the priceswithout authorization. If the Supplier adjusts the prices, it shall notify the Distributor in advance and implement them after obtaining the Distributor's agreement.IV. Marketing SupportThe Supplier will provide the Distributor with necessary product promotional materials, market information, and sales support. The Distributor shall conduct market promotion and marketing activities in accordance with the requirements of the Supplier to jointly expand market share.V. ConfidentialityBoth Parties shall keep confidential matters related to business secrets, such as the content of this Agreement, business plans, product formulas, marketing strategies, etc., and shall not disclose them to third parties without the other Party's consent.VI. Liability for Breach of ContractIf any Party breaches any term of this Agreement, it shall bear liability for breach of contract. The specific liability for breach of contract is detailed in the appendix of this Agreement.VII. Applicable Law and Settlement of DisputesThis Agreement is governed by the laws of the People's Republic of China. If any dispute arises between the Parties during the performance of this Agreement, it shall be resolved first through friendly consultation; if no settlement is reached, any Party may file a lawsuit with the people's court having jurisdiction.VIII. Other Terms and Conditions篇2本协议于XXXX年XX月XX日在__________（地点）由以下双方签订：甲方：____________（公司全称）地址：____________法定代表人：____________联系方式：____________乙方：____________（经销商全称）地址：____________法定代表人：____________联系方式：____________鉴于甲、乙双方为了共同拓展市场，实现双方共赢，在平等互利的基础上，根据中华人民共和国有关法律、法规的规定，经过友好协商，达成如下独家经销协议。

独家经销协议(中英文)独家经销协议 (Exclusive Distribution Agreement)本协议由下列双方签署：甲方： [公司名称]地址：[地址]电话：[电话]法定代表人：[法定代表人]乙方：[公司名称]地址：[地址]电话：[电话]法定代表人：[法定代表人]鉴于甲方作为产品的制造商，拥有销售和分销产品的权利，鉴于乙方在销售和分销领域具有丰富的经验和资源，甲、乙双方决定达成以下协议：1. 定义1.1 “产品”指甲方所制造的具体产品。

1.2 “独家经销权”指乙方作为甲方产品的唯一经销商，享有在指定地区内独家销售和分销产品的权利。

1.3 “指定地区”指乙方在本协议中被授予独家销售和分销产品的特定地理区域。

2. 权利和义务2.1 甲方同意授予乙方在指定地区内的独家经销权，乙方同意成为甲方产品的唯一经销商。

2.2 乙方有责任积极推广和销售甲方产品，通过市场营销和广告宣传提高产品的知名度和销量。

2.3 乙方有义务定期向甲方提供产品销售情况的报告和销售计划。

2.4 甲方有义务不向其他经销商出售产品或在指定地区内进行直销活动，除非乙方同意或本协议终止。

2.5 双方同意保持商业机密和竞争对手信息的保密，并采取适当措施保证其保密性。

3. 终止3.1 本协议的有效期为 ___ 年，自协议签署之日起算。

协议到期前的 30 天内，乙方和甲方都有权选择是否续签协议。

3.2 如果一方违反本协议的任何条款，并且未能在接到对方的通知后进行修正，在发生此类违规行为后，对方有权立即终止本协议。

3.3 协议终止后，双方都应终止使用对方商标和其他知识产权，并按照本协议约定的期限处理库存。

本协议已由双方充分审阅并理解，并同意按照协议条款执行。

甲方：签署日期：乙方：签署日期：。

EXCLUSIVITY DISTRIBUTORAGREEMENT1. DEFINITION1.1Worldwide Agent:指外贸公司（代理工厂全球市场）1.2Distributor:国外客户（国家或者地区）独家经销商1.3Manufacturer:工厂1.4Commodities:产品1.5Territories:独家经销地区1.6Customers:产品的分销商或者最终用户1.7Agreement:The Agreement drawn hereby between the AGENT and theDISTRIBUTOR and the MANUFACTURER, hereinafter refersto as the AGREEMENT.2.ASSIGNMENT2.1The AGENT hereby agrees to grant the sole distributorship of theCOMMODITIES to the DISTRIBUTOR in the Territories for aperiod stipulated in Section 4.2.2The DISTRIBUTOR has the exclusive right to sell theCommodities within the TERRITORIES.3.TERMS AND CONDITIONS3.1The DISTRIBUTOR shall exclusively distribute ZXMCO madeCOMMODITIES. It cannot sell other China made brands ofmotorcycles, mopeds, scooters, ATV, and tricycles without anyapproval from the AGENT.3.2The AGENT and the MANUFACTURER shall not sell, deliver,or distribute the COMMODITIES to other entities orpersonalities in the Morocco.3.3The DISTRIBUTOR shall do his best effort to distribute theCOMMODITIES.3.4The DISTRIBUTOR shall from time to time endeavor enoughmarketing and advertisement to promote the COMMODITIES inthe Territories.3.5The DISTRIBUTOR shall build up the dealer network andestablish or appoint Service Center in different areas to providewarranty service for the Commodities sold to Customers in orderto guarantee the Customer satisfaction of the after sales services.Dealer networks shall be built up as follows:CITY 2004 2005Total:3.6The AGENT and MANUFACTURER shall supply at their owndiscretion 2% spare parts of the Commodities to theDISTRIBUTOR for warranty services. The DISTRIBUTORshall keep adequate non-warranty services related spare parts toensure customers’ satisfaction on the afte r sales service.3.7The DISTRIBUTOR shall warrant the Commodities undernormal wear and tear, 10,000 km. or 1 year from the date of salesto Customer, whichever comes first. Should a majormanufacturing quality problem occur, DISTRIBUTOR shallinform the AGENT immediately for remedy action which will beat the expenses of MANUFACTURER and AGENT.3.8The MANUFACTURER and AGENT shall supply parts when theDISTRIBUTOR places the order.3.9The MANUFACTURER and AGENT shall train the salesmenand technical persons at the expenses, and provide the technicalsupport for the future development.3.10The DISTRIBUTOR shall report to the AGENT the inventorystatus of motorcycle and spare parts every month or at the requestof the AGENT and MANUFACTURER for the COMMODITIESand parts.3.11The DISTRIBUTOR shall update the AGENT any information oncompetitors, policies, laws, regulations, taxes, duties and othermatters that will affect the distribution and sales of theCOMMODITIES.3.12The AGENT and MANUFACTURER shall indemnify theDIST RIBUTOR with respect to Customer’s claims on warrantyof parts and COMMODITIES.3.13The AGENT and MANUFACTURER disclaim all otherwarranties including, without limitation, the implied warranty ofmerchantability.3.14The AGENT and the MANUFACTURER shall not be liable atany time for any consequential, incidental, direct or indirectdamages taken place in the TERRITORIES.4.V ALIDITY AND RENEWAL OF AGREEMENT4.1This Agreement hereby drawn between the AGENT and theDISTRIBUTOR will be valid for a period or until such time bothparties agree to terminate such agreement. This AGREEMENTis valid from the date of this agreement till December 2005 andrenewable annually subject to the condition that DISTRIBUTORcan achieve the yearly target listed below that is set mutually bythe DISTRIBUTOR and the AGENT:Min. Total 产品名称Jan. – Dec. 2004 1,100 unitsJan. – Dec. 2005 1,500 units4.2The Terms and Conditions will be updated when necessary toaccommodate the sales and distribution of the Commodities.5.TERMINATION OF AGREEMENT5.1Either the AGENT or the DISTRIBUTOR can terminate theAgreement upon prior six (6) months written notice given to theother party subject to condition of clause 5.2.5.2The AGENT can terminate the AGREEMENT whenDISTRIBUTOR violated any of the terms and conditions set inthis Agreement. However, prior to termination, AGENT shallnotify in writing the terms and conditions violated by theDISTRIBUTOR, and the latter be given the opportunity toexplain and rectify it.5.3AGENT and DISTRIBUTOR expressly agree that anycontroversy or claim arising out of, in connection with, orrelating to this Contract or the interpretation, performance orbreach thereof, shall be submitted for arbitration in Chinaapplying China law. For this purpose, the Parties recognize thatthis Agreement is deemed to have been made in China.5.4The Agreement will automatically be terminated if theDISTRIBUTOR is insolvent.6. ASSIGNMENT AND ACCEPTANCE OF AGREEMENTBoth the AGENT and the DISTRIBUTOR hereby agree to accept the above terms and conditions herein stated in this Agreement.AGENT: DISTRIBUTOR:Date:____________________ Date:___________________。

独家经销协议(中英文)3篇篇1本协议于XXXX年XX月XX日签署，由以下两方共同达成：经销方：（以下简称“甲方”）公司名称：_____________________________注册地址：_____________________________法定代表人：_____________________________联系方式：_____________________________电子邮箱：_____________________________经销商号：（以下简称“乙方”）_______________。

地址为_____________注册的经营酒类及相关产品之商人。

甲乙双方本着互惠互利的良好合作意愿以及维护正常合法的酒类经销市场秩序为原则的前提下达成以下协议。

双方在平等自愿的基础上，经充分协商，特订立本协议，以明确双方的权利义务关系，共同遵照履行。

现协议具体内容如下：独家经销协议中英文版如下：Exclusive Distribution AgreementThis Agreement is made and entered into on (Date), by and between the following two parties:Distributor: (hereinafter referred to as "Party A")Company Name: _________________________________Registered Address: _________________________________Legal Representative: _________________________________Contact Information: _________________________________Email: _________________________________篇2本协议于XXXX年XX月XX日签署，由以下两方共同达成：经销方：（以下简称“甲方”）公司名称：___________________________地址：___________________________法定代表人：___________________________联系方式：___________________________电子邮箱：___________________________业务范围：【请根据实际情况填写甲方的业务类型和经营范围】注册地址：【填写注册地址】税务登记号：【填写税务登记号】营业执照注册号：【填写营业执照注册号】电话：【填写联系电话】传真：【填写传真号码】邮编：【填写邮编】网址：【填写网址】联系人：【填写联系人姓名】等。