Соглашение о сотрудничестве на английском языке
“______________”, (OGRN ______________, INN ______________), represented by the general director ______________, acting on the basis of the Charter, hereinafter referred to as the “Party-1”,
and
, ________________, hereinafter referred to the “Party-2”,
collectively referred to as the “Parties” and separately also the “Party”,
have entered into the present agency agreement (the “Agreement”) as follows:
1. The scope of the Agreement
1.1. The Party is obligated to provide the package of services, which are aimed at the search for and attracting Buyers for other Party, including but not limited, group of actions which are aimed at the increasing of goods business segment or brand awareness increasing.
1.2. When the present Agreement refers to the Buyers it shall mean reference to physical persons and/or legal entities and/or individual entrepreneurs which have proper financial and legal status in order to order, accept and duly pay for the Principal’s Goods or Services.
1.4. In view of the present Agreement the Party is entitled to present itself as an official and direct commercial representative of the other Party authorized to arrange and boost sales of the Goods in the territory of the Republic of Belarus.
1.5. Meanwhile the Party shall fulfill its obligations under the Agreement as an independent and self-reliant entity acting at its own risk. Therefore, the Party is prohibited from presenting itself as an employee, founder or shareholder of the other Party and also as a member of managing bodies of the other Party.
2. The rights and obligations of the Agent
2.1. The Party is obligated to:
2.1.1. fulfill its obligations under the present Agreement in full compliance with the conditions set out in the Agreement and in accordance with the principles of good faith and reasonableness;
2.1.2. use the information, documentation and presentation materials receive or made in connection with rendering the services under the Agreement exclusively with the purpose of performance services hereunder and not to use them in its own interest or interest of any third entities in any activity irrelevant to promotion of the Goods under the Agreement;
2.1.3. keep the documents and presentation materials provided by the other Party for rendering services under the Agreement;
2.1.4. give the necessary assistance to the other Party in negotiations.
2.2. The Party is entitled to:
2.2.2. request and obtain from the other Party the information, documents and presentation materials to the extent necessary for fulfillment of its obligations under the Agreement;
2.2.3. address to other Party for recommendations on promotion of the Goods and also request instructions from other Party on the issues which require involvement of other Party;
2.2.4. in all aspects not covered by the Agreement or stipulated by the sense of the Agreement the Party is entitled to independently determine procedure and sequence of fulfillment of its obligations under the Agreement;
3. The Parties’ liability
3.1. In case of non-performance or improper performance of the present Agreement the Parties could be held liable according to the applicable legislation.
3.2. The payment of fines and penalties pursuant shall not release the Parties from fulfillment of their obligations under the Agreement.
4. Duration of the Agreement. Rescission
4.1. This Agreement comes into force from the day of its signing and shall be deemed to be concluded for indefinite time period.
4.2. Each Party is entitled to rescind the Agreement unilaterally, extra-judicially and without giving any reason, by sending a written notice to another Party. In this case the Agreement shall be deemed to be terminated upon expiration of 10 (Ten) days from the moment when the above notice is sent. In this case a Party which rescinds the Agreement shall not compensate another Party for any losses caused by such rescission and also shall not pay any sums or compensations related to the termination of the Agreement.
4.3. Either Party is entitled to rescind the Agreement unilaterally, extra-judicially and with indication of reason for such rescission, if another Party has breached the present Agreement.
4.4. After termination of the Agreement the Parties shall cease performing all actions aimed at fulfilling the Agreement.
5. Force Majeure
5.1. The Parties shall not bear liability for full or partial incompletion of obligations under the present Agreement if such full or partial incompletion is a consequence of any cause whatsoever beyond one’s party reasonable control or resulting from force majeure circumstances, such as: wars, mutiny, civil disorders, fires, acts of nature or other unforeseen circumstances which are out of the control of each of the Parties. The Force-majeure circumstances which have arisen owing to at least one of these reasons, shall exempt the Parties from their liability for the delay or non-fulfillment of the obligations. Thus the date of the obligations performance of the Parties under the present Contract shall be postponed for the period of such circumstances and their consequences without application of financial sanctions.
The Parties shall not be exempted from the liabilities under the present Contract if the uncompleted obligations must have been fulfilled before occurrence of force-majeure circumstances.
5.2. If such circumstances continue more than 4 (Four) months, either of the Parties has the right to repudiate the fulfillment of its obligations under the present Agreement, except for the payment for the delivered Equipment. Either of the Parties which is under the influence of force-majeure circumstances and has no possibility to fulfill its obligations herein, shall inform the other Party within 5 (Five) days about the beginning and termination of the abovementioned circumstances.
5.3. A Party can confirm the occurrence of Force-Major by presenting any document officially issued by authorities empowered to confirm that Force-Major circumstances take place.
6. The Parties’ communications
6.1. Unless otherwise is agreed by the Parties, any notices, demands, statements, communications, reports (“Notices”) which have to be sent by a Party to another Party shall be sent in electronic form. Such Notices shall be forwarded from e-mails of the Parties specified in the present Agreement and to e-mails of the Parties indicated in this Agreement. Any Notice sent from e-mail and/or to e-mail which are not directly specified in the Agreement shall be considered to be improper communications.
6.2. In order to organize the sending and receiving of Notices under the present Agreement the Parties have agreed the following e-mails:
6.2.1. To the Principal:
__________ @________;
__________@ ________ .
6.2.2. To the Agents:
__________ @________;
__________@ ________ .
6.3. If the current legislation require that certain documents shall be drawn up in the form of paper document or if the necessity for preparing the documents on paper is agreed by the Parties of the present Agreement, then these documents are to be prepared by the Parties in writing and in the form prescribed by applicable laws and they should be signed by authorized representatives of a sending Party with corporate stamp of such a Party. Such documents could be delivered to an addressee by hand, courier or the registered mail to the addresses indicated in the present Agreement.
6.4. The Parties are obligated to inform each other on change of their addresses and e-mails to which the Notices and documents shall be sent within 2 (Two) calendar days from the date of such change. All risks related to breach of this article of the Agreement shall be borne by the Party in breach.
7. Confidentiality
7.1. The Agent has no right to divulge the information, concerning the activities of the Principal which is not meant to be presented to any third entities as well as any other information received from the Principal other entities in course of the fulfillment of services under this Agreement, unless it is permitted by the Principal in writing.
8. Applicable law. Resolution of disputes
8.1. All disputes between the Parties shall be resolved by negotiations.
8.2. Should such disputes are not settled amicably, the controversy shall be considered by Court.
8.3. Pre-judicial settlement procedure shall be obligatory for the Parties. The time period for consideration of the pre-judicial written claims shall be 10 (Ten) calendar days after sending such claims.
9. Final Provisions
9.1. Any amendments or additions to this Agreement can be made by mutual agreement formalized in written form.
9.2. In all that is not defined by the present Agreement the Parties shall act on and comply with the laws.
Party-1
The legal address:
__________
Bank requisites:
__________
Party-2
The legal address:
__________
Bank requisites:
__________
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