1. If _____ Principal decides to sell any other products in _____ Territory, he shall inform _____ Agent in order to discuss _____ possibility of including them within _____ Products defined under _____ Article 1.
2. _____ parties may agree on _____ advertising to be jointly made in _____ Territory.
3. _____ contract is governed by _____ laws of … (_____ name of _____ country _____ law of which is to apply).
4. _____ Agent agrees to use his best endeavours to promote _____ sale of _____ Products in _____ Territory in accordance with _____ Principal’s reasonable instructions and shall protect _____ Principal’s interests with _____ diligence of _____ reasonable businessman.
5. _____ parties may agree annually on _____ sales targets for _____ forthcoming year.
6. _____ Agent is entitled to _____ commission provided for in _____ Annex VI, §1, on all sales of _____ Products which are made during _____ life of _____ contract to _____ customers established in _____ Territory.
7. If _____ contract has lasted for more than five years, _____ period of _____ notice will be of six months.
8. _____ Agent shall refrain from representing or distributing non-competitive products of _____ manufacturer who is _____ competitor of _____ Principal.
9. _____ Principal appoints _____ Agent, who accepts, as his commercial agent to promote _____ sale of _____ products listed in _____ Annex I, § 1 (hereinafter called “_____ Products”) in _____ territory defined in _____ Annex II.
10. _____ Principal shall inform _____ Agent without undue of his acceptance or rejection of _____ orders transmitted by _____ latter.
11. _____ contents of any advertising must be approved by _____ Principal.
12. _____ Agent shall not solicit _____ orders from outside _____ Territory unless permitted to do so by _____ Principal.
Ex.5. Fill in the blanks with prepositions/ particles where necessary.
1. _____ carrying _____ their obligations _____ this agreement the parties will act _____ _____ _____ good faith and fair dealing.
2. Unless otherwise specially agreed, the Agent has no authority to make contracts _____ behalf _____, or _____ any way to bind, the Principal _____ third parties.
3. The Principal may accept or reject any individual order transmitted _____ the Agent _____ his own discretion.
4. If the Agent, when dealing _____ customers established _____ the Territory, solicits orders resulting _____ contracts _____ sale _____ customers established _____ the Territory, and if the Principal accepts such orders, the Agent shall be entitled to receive a reduced commission, the amount _____ which shall be decided _____ case-by-case basis.
5. The Agent shall provide an adequate organization _____ sales and, where appropriate, after-sales service, _____ all necessary means and personnel, _____ order to ensure the execution _____ his obligations _____ the Territory _____ this agreement.
6. The parties may agree _____ writing _____ longer periods _____ notice.
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7. The parties shall make their best efforts to attain the targets agreed _____, but the non-attainment shall not be considered as a breach _____ the contract _____ a party, unless that party is clearly _____ fault.
8. The Agent may represent, distribute or manufacture any products that are not competitive _____ the Products, provided he informs the Principal _____ advance _____ such activity.
9. Any dispute arising _____ _____ or _____ _____ _____ the present contract shall be finally settled _____ _____ _____ the Rules _____ Conciliation and Arbitration _____ the International Chamber _____ Commerce _____ one or more arbitrators designated _____ _____ _____ the said Rules.
10. The Agent has no authority to engage _____ any way the Principal, unless _____ he has received a specific written authorization _____ such effect.
11. Where the Agent negotiates _____ customers _____ the Territory business that results _____ contracts _____ sale _____ customers established outside the Territory, Article 15.2 shall apply.
12. The parties agree _____ their participation _____ fairs or exhibitions _____ the Territory.
13. Commission shall be calculated _____ the net amount _____ the invoices, i.e. _____ the effective sales price clear _____ any additional charges and clear _____ all tariffs or taxes _____ any kind, provided that such additional charges, tariffs and taxes are separately stated _____ the invoice.
14. The Agent shall immediately inform the Principal _____ any observations or complaints received _____ customers _____ respect _____ the Products.
15. The cost _____ advertising carried _____ _____ the Agent shall be apportioned _____ the parties as indicated _____ Annex III.
16. _____ the prior written authorization _____ the Principal, the Agent shall not represent, manufacture or distribute any products that are _____ competition _____ the Products, _____ the entire term _____ this contract.
17. The provisions _____ the agreement, as well as any statements made _____ the parties _____ _____ _____ this agency relationship, shall be interpreted _____ good faith.
18. The present contract cannot be assigned _____ prior written agreement _____ the two parties.
19. The parties hereto shall deal promptly and properly _____ such complaints.
20. This contract shall be automatically renewed _____ successive periods _____ one year, unless terminated _____ either party _____ notice given _____ writing _____ means _____ communication ensuring evidence and date _____ receipt, not less than four months _____ the date _____ the expiry.