本協議系于 年 月 日，由當事人一方A、B、C公司按中國法律組建并存續的公司，其主營業地在 （以下簡稱賣方）
與他方當事人X、Y、Z公司，按 國法律組建并存在的公司，其主營業地在 （以下簡稱代理商）所簽訂。
基于本協議授予的獨家代理權，賣方不得在代理區域內，直接地或間接地,通過其他渠道銷售、出口代理商品。代理商也不得在代理區域內經銷、分銷、或促銷與代理商品相似或有競爭性的商 品，也不能招攬或接受到區域外銷售為目的訂單。在本協議有效期內，對來自于區域內其他顧客有 關代理商品的訂單、詢價，賣方都應將其轉交給代理商。
EXCLUSIVE AGENCY AGREEMENT
This Agreement is made and entered into this day of ,19 by and between A. B. C. Co. Ltd. a corporation duly organized and existing under the laws of Peoples Republic of China，with its principal place of business at ( hereinafter called Seller) and X. Y. Z. Co. Ltd. a corporation duly organized and existing under the laws of ，with its principal of business at (hereinafter called Agent).
Whereby it is mutual agreed as follows:
Article 1. Appointment
During the effective period of this Agreement. Seller hereby appoints Agent as its xclusive agent to solicit orders for products stipulated in Article 4 from customers in the territory stipulated in Article 3 and Agent accepts and assumes such appointment.
Article 2. Agents Duty
Agent shall strictly conform with any and all instructions given by Seller to Agent from time to time and shall not make any representation, warranty, promise, contract, agreement or do any other act binding Seller. Seller shall not be held responsible for any acts or failures to act by Agent in excess of or contrary to such instructions.
Article 3. Territory
The territory covered under this Agreement shall be expressly confined to (hereinafter called Territory)
Article 4. Products
The products covered under this Agreement shall be expressly conned to (hereinafter called products)
Article 5. Exclusive Right
In consideration of the exclusive right herein granted, Seller shall not, directly of indirectly, sell of export products to Territory through other channel than Agent and Agent shall not sell, distribute or promote the sale of any products competitive with of similar to Products in Territory and shall not solicit or accept orders for the propose of selling Products outside Territory. Seller shall refer to Agent any inquiry or order for products Seller may receive from others in Territory during the effective period of this Agreement.
Article 6. Minimum Transaction and Price
In the event that during one year (12 months) during the effective period of this Agreement, aggregate payment received by Seller from customers on orders obtained by Agent under this Agreement amounts to less than , Seller shall have the right to terminate this Agreement amounts to less than , Seller shall have the right to terminate this Agreement by giving thirty (30) days written notice to Agent.
The seller shall from time to time furnish the Agent with a statement of the minimum prices and the terms and conditions of sales at which the goods are respectively to be sold.
Article 7. orders
In soliciting orders, Agent shall adequately advise customers of the general terms and conditions of Sellers sales note or contract note and of any contract being subject to the confirmation of acceptance by Seller. Agent shall immediately dispatch any order received to Seller for its acceptance or rejection.
The seller shall have the right to refuse to execute or accept any such orders or any part thereof and the Agent shall not be entitled to any commission in respect of any such rejected order or part thereof refused.