This document is a marketing agreement between two parties, the Principal and the Agent, to extend sales into a new territory where the Principal has little marketing experience. The Principal manufactures products and wishes to extend its reach into this territory while the Agent has extensive marketing experience and is willing to act as the Principal’s marketing agent. The agreement outlines the interpretation of certain expressions such as Business Day, Force Majeure, Intellectual Property, Net Invoice Price, Products, Restricted Information, Territory, and Year of this Agreement. It also includes clauses for the appointment of the Agent, the Agent’s duties, compensation, and termination of the agreement.

The appointment clause outlines the Agent’s role as the Principal’s agent in the Territory for the promotion of, and solicitation of customers for, the Products, subject to the terms and conditions of the agreement. The Principal is not allowed to appoint any other person as the Principal's agent or distributor of the Products in the Territory. The Agent is also not allowed to solicit any orders for the Products from any person in the Territory if the Agent knows or has reason to believe that the Products concerned will be resold outside the Territory, or from any person outside the Territory.

The Agent’s duties clause outlines that the Agent shall use its best endeavors to promote and market the Products in the Territory and to seek orders for the Products in the Territory. The Agent shall conduct the promotion and marketing of the Products in the Territory with all due care and diligence and shall cultivate and maintain good relations with customers and potential customers in the Territory in accordance with the Principal’s requirements. The Agent is not entitled to sell or enter into any contracts for the sale of the Products on behalf of the Principal, or to bind the Principal in any way unless the Agent has previously been specifically authorized in writing to do so on a case to case basis.

The compensation clause outlines the commissions payable to the Agent on the Net Invoice Price of the Products ordered and paid for by customers introduced by the Agent. The commissions payable are subject to adjustment from time to time by mutual agreement of the parties. The Agent is not entitled to any other payments or expenses incurred by the Agent in performing its duties under the agreement, except as otherwise expressly agreed.

The agreement can be terminated by either party on the occurrence of an event of Force Majeure or by the Principal on the occurrence of certain events, including the Agent’s insolvency, bankruptcy, or dissolution, or any act or omission by the Agent that has a material adverse effect on the Principal’s business or reputation. This document is comprehensive in outlining the roles and responsibilities of each party and provides a clear understanding of the expectations for their respective contributions.

How to use this document?

If you need a marketing agent for your products in a new territory, you can use this marketing agreement template to establish the terms and conditions for the collaboration. Here are the steps to use the document:

1. Start by filling in the details of the parties involved in the agreement, including the date, the name and address of the principal and the agent, and the territory where the marketing will take place.

2. Review the "Whereas" section to ensure you understand the motivations and background behind the agreement.

3. Review the definitions section, which explains the terms used throughout the document.

4. In section 2, the appointment of the agent is established. Make sure you understand the agent's limitations on soliciting orders and customers.

5. In section 3, the agent's duties are outlined, including their obligation to promote and market the products in the territory, but not to sell the products or enter into any contracts for sale without specific authorisation.

6. Read through the remaining sections of the agreement, which cover issues such as commissions, payment, and intellectual property rights.

7. Customise the agreement to suit your needs, including adding any specific terms or conditions that you require.

8. Have both parties sign the agreement and keep copies for your records.

By following these steps, you can use this marketing agreement to establish a mutually beneficial relationship with a marketing agent in a new territory, helping to expand your business and increase sales.