영문 플랜트 입찰을 위한 대리점 계약서(AGENCY AGREEMENT FOR PLANT BID)

AGENCY AGREEMENT FOR PLANT BID

문서서식포탈비즈폼

 

 

THIS AGREEMENT is entered into as of the __th day of _______, 2003_ by and between ABC Company Ltd., a company duly organized and existing under the laws of the Republic of Korea, having its principal place of business at 주소 (the "Company") and (Agent명), a company duly organized and existing under the laws of (Agent회사 설립준거법), having its principal place of business at (Agent회사 주소) (the "Agent").

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein set

forth, the Parties hereto agree as follows:

 

 

Article 1. Definitions

In this Agreement except where the context otherwise requires, the following terms and ｅxpressions shall be understood to have the precise meaning as follows :

a. "Customer" shall mean (Project Owner)and its subsidiaries and affiliate company in (Owner국가명)who is owner of the Projects.

b. "Contract(s)" shall mean contract(s) to be made between the Customer and the Company for providing for works or services promoted by the Agent and executed, rendered, or sold by or through the Company to the Customer for all or part of each Project which will be made when such Project is awarded to the Company with the assistance of the Agent under this Agreement.

c. "Contract Price" shall mean the total contract price of the Contract, provided, however, that in case the Company becomes one of members of the consortium for the Project Contract Price shall mean the Companys portion of the contract price from total contract price of the Contract and such shall not include other member(s) portion of the contract price of the Contract.

d. "Project(s)" shall mean _________________ proposed or to be proposed by the Customer in the Territory.

e. "Territory" shall mean the (Project가 진행되는 국가명).

 

Article 2. Appointment

The Company hereby appoints the Agent as its sole and exclusive agent for the promotion and marketing agent of the Companys products and services for the Project(s) of the Customer(s) for the period of this Agreement and the Agent accept the Companys such appointment.

 

Article 3. Agents Services

3.1 The Agent shall use his best efforts to promote the Companys activities and products and other business services for Projects in the Territory.

3.2 The Agent shall collect information on the Project and maintain contacts with the Custom

er and provide the Company with counsel, guidance, liaison assistance, facility, information, discussion of contracts, maintaining appropriate business relationship with the Customer, lobbying and other assistances which are necessary to and required by the Company to develop and win the Project and if any Project is awarded to the Company, assist, where possible, the negotiation of the Contract, settlement of problems to be incurred during the performance of the Contract, etc.

3.3 The Agent will take all actions necessary to facilitate the Projects to be awarded to the Company and the necessary formalities required by governmental organizations or ministries in Territory.

3.4 In requested in writing by the Company, the Agent shall assist and advise the Company in collecting payments due from the Customer, and render assistance in connection with any claim, litigation or other proceedings arising in connection with its activities or Project in the Territory.

3.5 The Agent shall assist for entry, residence and exit visas for the Companys personnel, as well as the formalities connected with receiving residence card, work permission and certificates from the concerned ministries or other governmental authorities.

3.6 The Agent shall allow the Company the use of import license of the Agent when required by the Company.

3.7 The Agent shall provide assistance for obtaining permission from the governmental authorities for the re-exporting plant and equipment and construction materials belonging to the Company and personal belongings belonging to its staff at expense of the Company according to the laws of Territory.

3.8 The Agent agrees that any information, data, copies of proposals or other materials made available to him by the Company or obtained by him as a result of the relationship between the Agent and the Company shall be confidential. Such obligation of the confidentiality shall survive the termination of this Agreement.

3.9 All contracts shall be entered into by the Company itself. The Agent shall not have power to negotiate and conclude any contract on behalf on the Company except as expressly agreed in writing. The Agent shall give no guarantees or warranties to third parties except those authorized and shall not have power to commit the Company to any financial outlay or responsibility.

3.10 The Agent shall not cooperate with, provide services to, or become the agent of third party(ies) relating to the Customer(s) and Project(s) for the term of this Agreement.

 

Article 4. Compensation

4.1 In case any Project is awarded to the Company with the services of the Agent and the Contract for such Project is entered into between the Company and the Customer, the Company shall pay the Agent a compensation for its services point five percent (0.5%) of the Contract Price of the Contract for the Project in accordance with Article 4.2.

4.2 The compensation for the Agent shall be [earned upon the effectiveness of the Contract, and shall be] due and payable on a pro-rata basis upon the Companys actual receipt of payments pursuant to the Contract. Unless otherwise agreed between the Agent and the Company, the payment shall be made in U.S. Dollars. In case the currency of the Awarded Contract is a currency other than U.S. Dollars, the exchange rate between such currency and U.S. Dollar on the date of payment by the Customer to the Company shall apply to the payment of the compensation to the Agent.

4.3 Any and all costs and expenses whatsoever incurred or to be incurred by Agent in connection with the performance of this Agreement shall be borne and paid by Agent and Agent shall in no event charge the Company for such costs and expenses.

 

Article 5. Prohibition of Bribery

The Agent shall not offer, promise or give any undue pecuniary or other advantage, whether directly or through intermediaries, to (관련국의) public official, for that official or for a third party, in order that the official acts or refrains from acting in relation to the performance of official duties, in order to obtain or retain business or other improper advantage in the conduct of international business. Public official means those who hold a legislative, administrative or judicial office of (관련국), where appointed or elected and who exercise a public function for (관련국), including but not limited to for a public agency or public enterprise and who hold office of a public international organization.

 

Article 6. Term and Extension

6.1 The term of this Agreement shall be for a period of ____(__) years from the signing date of this Agreement. This period of the Agreement may be extended by the agreement of the parties.

6.2 In case the Contract is made for the Project, the term of this Agreement shall be automatically extended for the whole duration of concerned Contract for such Project to the extent that it is necessary to perform such Contract.

 

Article 7. Termination

7.1 In the event that either party shall ①commit a breach of any obligation imposed upon him by this Agreement or ② become insolvent, be subject to a petition in bankruptcy or be placed under the control of a liquidator, then the other party may terminate this Agreement, with immediate effect and without prior recourse to any judicial or other authority by giving simple notice to the other party.

7.2 In case the Company evaluates and decides in its own discretion, that the Agents business activity does not reach its expectation the Company may terminate this Agreement by written notice to the Agent with immediate effect.

 

Article 8. Governing Law and Arbitration

(필요에 따라 준거법과 중재조항을 수정할 것.)

8.1 The validity, construction and performance of this Agreement shall be governed by the laws of the Republic of Korea.

8.2 All disputes, controversies, or differences which may arise between the parties, out of, or in relation to, or in connection with this contract, or for the breach thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the Arbitration Rules of The Korean Commercial Arbitration Board and under the laws of Korea. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.

 

Article 9. Waiver

A failure by one of the parties to this Agreement to assert its rights for or upon any part of this Agreement shall not be deemed a waiver of such rights, nor shall any such waiver be implied from the acceptance of any payment. No waiver in writing by one of the Parties hereto with respect to any right shall extend to or effect any subsequent breach of like or different kind or impair any right consequent thereto.

 

Article 10. Notice

All formal notices and communications hereunder shall be sent by fax, telegraph, telex or cable, followed by a signed copy by registered air mail, and shall be deemed to have been given the day when deposited at the fax, telegraph, telex or cable office, addressed as above for Agent and Company provided that either party may change the address to which notices are to be sent by giving notice of such change to the other party.

 

Article 11. Assignment & Modification

The Agent shall not, without the prior written consent of the Company, assign or transfer the benefits and obligations hereunder in whole or in part to any individual, corporation or partnership of his own choice.

This Agreement shall not be varied, amended or supplemented except by an instrument in writing of even date or of subsequent date hereto executed by both Parties.

 

Article 12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties hereto, and supersedes all previous negotiations, representations, undertakings, and agreements heretofore made, if any, between the Parties with respect to the subject Project.

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the

duly authorized officers as of the day, month and year first written above.

 

 

ABC Compny, Ltd			Agent의 명칭
By    :			By    :
Title  :			Title  :
Name  :			Name  :

문서서식포탈비즈폼