This marketing agreement is suitable for manufacturer appointing marketing agent (not sales agent who can bind the Principal) into new territory. The Agent will be paid a commission as a % the Price instead of buying on own account. The Agent can also be a distributor. This form is drafted for the benefit of the Principal.
The Principal manufactures at its premises and wishes to extend the area in which sales are made to [TERRITORY], a territory in which it has little existing customers and little marketing experience.
The Agent has extensive marketing experience in [TERRITORY] and is willing to act as marketing agent for the products listed in Schedule 1 to this Agreement in the Territory (as defined below).
The Agent also markets/manufactures/distributes various products, including in particular [OTHER_PRODUCTS], but these do not compete with the Principal's products and, prior to the discussions with the Principal leading to this Agreement, had neither the capacity nor the intention to manufacture any products competing with the Principal's products.
The Agent shall use its best endeavours to promote and market the Products in the Territory and to seek orders for the Products in the Territory, and generally to assist the Principal in the sale of the Products in the Territory, but the Agent shall not be entitled to sell or to 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 authorised in writing to do so on a case to case basis.
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 sound commercial principles.
In marketing the Products, the Agent shall comply with the marketing policy as stipulated by the Principal from time to time in relation to price, terms of payment, advertising and other promotion measures.
Subject as provided in this Agreement and to any directions which the Principal may from time to time properly give, the Agent shall be entitled to perform its duties hereunder in such manner as it may think fit.
The Agent shall procure that its representatives:
(a) make themselves available, at all reasonable times and upon reasonable notice, to the Principal for the purposes of consultation and advice relating to this Agreement and the Products;
(b) at the expense of the Agent attend meetings with representatives of the Principal and such customers or prospective customers in the Territory as may be necessary for the performance of the Agent's duties under this Agreement;
(c) make regular calls upon customers or potential customers in the Territory for the purpose of promoting the Products; and
(d) attend such trade exhibitions and other sales outlets in the Territory as the Principal or the Agent may think commercially suitable for the purpose of promoting the Products.
The Agent shall promptly notify the Principal of all enquiries concerning and orders for the Products which it receives from customers and prospective customers both within and outside the Territory.
The Agent shall in relation to the Products:
(a) describe itself as "Marketing Agent" for the Principal;
(b) not hold itself out, or permit any person to hold it out, as being authorised to bind the Principal in any way unless so authorised pursuant to clause 3.1; and
(c) not do any act which might reasonably create the impression that it is so authorised when such is not the case.
The Agent shall be responsible for obtaining all licences, permits and approvals which are necessary or advisable for the sale of the Products in the Territory and for the performance of its duties hereunder.
The Agent shall notify the Principal of any changes in the laws and regulations in the Territory relating to the nature, method of manufacture, packaging, labelling or sale of the Products and shall forthwith notify the Principal if it becomes aware that the Principal or any of the Products are or may be in breach of any of those laws or regulations.
The Agent shall maintain a list of customers and potential customers for the Products in the Territory and shall at the request of the Principal supply the Principal with a copy of that list.
The Agent shall from time to time keep the Principal, (specifically or such other person as the Principal may notify the Agent in writing from time to time), fully informed of the Agent's promotional and marketing activities in respect of the Products and shall, within 30 days after the end of each Quarter, provide the Principal with a detailed report of such activities and the amount of its advertising expenditure during that Quarter.
The Agent shall keep the Principal informed of conditions in the market for the Products in the Territory, of competing products and the activities of the Principal's competitors in the Territory and of all other circumstances important for the marketing of the Products in the Territory.
The Agent shall promptly inform the Principal of:
(a) any complaint or after‑sales enquiry concerning the Products which is received by the Agent; and
(b) any matters likely to be relevant in relation to the manufacture, sale, use or development of the Products within or outside the Territory.
The Agent shall not:
(a) pledge the credit of the Principal in any way;
(b) use any advertising, promotional or selling materials in relation to the Products except those supplied or approved by the Principal;
(c) engage in any conduct which in the opinion of the Principal is prejudicial to the Principal's business or the marketing of the Products generally; or
(d) be concerned or interested either directly or indirectly in the manufacture, sale, promotion, marketing or importation into the Territory of any goods which compete with the Products.