Agreement Between Seller And Agent Template for Hong Kong

The Agreement Between Seller And Agent is a crucial commercial document used when a business wishes to appoint a representative to market and sell its products or services in specified territories. This agreement is particularly relevant in Hong Kong's dynamic business environment, where many international companies utilize local agents to expand their market presence. The document encompasses essential elements required under Hong Kong law, including appointment terms, commission structures, territorial rights, and compliance obligations. It's designed to protect both parties' interests while ensuring clarity in their business relationship, incorporating relevant provisions from Hong Kong's commercial law framework, including specific ordinances governing agency relationships, contract formation, and business operations.

1. Parties: Identifies and defines the Seller and Agent, including full legal names and registered addresses

2. Background: Sets out the context of the agreement, including the Seller's business and desire to appoint an agent

3. Definitions and Interpretation: Defines key terms used throughout the agreement and rules of interpretation

4. Appointment and Scope: Establishes the agent's appointment, whether exclusive or non-exclusive, and defines the scope of authority

5. Territory and Duration: Specifies the geographical area of operation and term of the agreement

6. Agent's Rights and Obligations: Details the agent's duties, responsibilities, and rights including marketing, customer service, and reporting requirements

7. Seller's Rights and Obligations: Outlines the seller's commitments, including providing product information, support, and maintaining supply

8. Commission and Payment Terms: Specifies commission rates, calculation methods, payment terms, and expenses policy

9. Intellectual Property: Addresses the use of trademarks, logos, and other intellectual property

10. Confidentiality: Defines confidential information and obligations regarding its protection

11. Termination: Sets out grounds for termination, notice requirements, and consequences of termination

12. Post-Termination Obligations: Specifies obligations that survive termination, including confidentiality and commission on pending deals

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, governing law, and dispute resolution