因业务发展需要，甲乙双方在平等互利基础上就本独家代理协议（以下简称本协议）条款达成一致，并于 在中国上海签订本协议： This exclusive agency agreement (hereinafter referred to as this agreement) is made and entered into by and between the part因业务发展需要，甲乙双方在平等互利基础上就本独家代理协议（以下简称本协议）条款达成一致，并于 在中国上海签订本协议：
This exclusive agency agreement (hereinafter referred to as “this agreement”) is made and entered into by and between the parties concerned on in Shanghai, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:
协议双方The Parties Concerned
Whereas Party A is a company engaged in the business of manufacturing durable medical equipment and Party B is a company engaged in the sales and distribution of durable Medical Equipment.
Whereas the parties to this agreement desire to expand the scope and horizon of their respective business.
Whereas party A is presently not marketing its products to the United States Market and has not sought or received any requisite government approval or license to market its products in the United States.
Whereas Party B is and has been engaged in the sale and distribution of durable Medical equipment in the United States and is currently the Beneficiary of provider number, thereby meeting the rules and regulations to market Medical equipment in the United States(E)
鉴于甲乙双方在生产和销售耐用医疗器械的代理协议签订完毕以后将签订合资协议，本代理协议届时将作为合资协议的附件。Whereas the parties will enter into a joint venture agreement upon the completion of the provisions of this agreement for the Manufacture and sale of durable Medical equipment attached as schedule to the joint venture agreement.
Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulated in Article 2 from customers in the territory stipulated in Article 3, and Party B accepts and assumes such appointment.
All products that would be manufactured by party A using a mutually agreed brand.
The territory is presently limited to USA only pending the effective date of the joint venture agreement. Both Parties may negotiate to expand the territory in the form of written agreement after the joint venture agreement is executed
4. 最低业务量Minimum turnover
Party B shall undertake to utilize its best efforts to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement。5. 价格与支付
Price and Payment
The price for each individual transaction under this agreement shall be fixed through negotiations between Party A and Party B.
Payment shall be made by T/T or confirmed, irrevocable L/C at sight opened by the buyer in favor of Party A, which shall reach Party A 15 days before the date of shipment six months later as of the date this agreement becomes effective.
6. 独家代理权Exclusive Right
In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 2 to customers in USA through channels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in USA. Party B shall not solicit or accept orders for the purpose of selling them outside USA. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in USA during the validity of this agreement.
Article 6.1 should only become effective after party B obtains all the necessary governmental approvals, product liability insurance and obtains the HCPCS code for the agreed products in the United States.
In order to keep Party A well informed of the prevailing market conditions, Party B should undertake to supply Party A, at least once a quarter or at any time when necessary, with market reports concerning changes of the local regulations in connection with the import and sales of the commodity covered by this agreement, local market tendency and the buyer's comments on quality, packing, price, etc. of the goods supplied by Party A under this agreement. Party B shall also supply party A with quotations and advertising materials on similar products of other suppliers.
8. 广告及费用Advertising and Expenses
Party B shall bear all expenses for advertising and publicity in connection with the commodity in question in US within the validity of this agreement, and shall submit to Party A all audio and video materials intended for advertising for prior approval.
9. 工业产权Industrial Property Rights
Party B may use the trade-marks owned by Party A for the sale of the products covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in products covered herein shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter's rights.
Both parties shall own in equal shares the trade marks, copy rights and approval rights to the party A for the United States market.
Both parties shall negotiate with each other on the property right and registration of all patents, trademarks, copy rights or any other industrial property rights used or embodied in products covered herein after the joint venture agreement is signed.10.协议生效条件Conditions for the effectiveness of this agreement
10. 许可证和生效 License and Effect
Party B shall bear the cost to assist Party A to obtain the licenses and other licenses and conditions required by the FDA and other government departments in USA for the commodity stipulated in Article 2 to market to the customers in USA to assure the importation from Party A.
Party A shall make any necessary changes in accordance with any USA local authorities to accomplish the purpose mentioned in Article 10.1
This agreement takes effect as of the date when Party B’s first offer of importing the products which require the FDA authentication reaches Party A on the premise that the requirements in Article 10.1 are satisfied.
11. 协议有效期Validity of Agreement
This agreement shall remain if force for 3 years. Both parties shall renew this agreement if this agreement can be performed smoothly.
12. 协议的终止 Termination
During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.
13.违约责任Liability for breach of contract
Provided that either party is unable to comply with its obligations under the agreement, such defaulting party shall pay compensation for damages to the other Party, the amount of liquidated damages is RMB100000.
14. 不可抗力Force Majeure;
Either party shall not be held responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party.; However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.
15 仲裁与法律适用Arbitration: & Governing Law
All disputes arising from or in connection with this Agency Agreement or during the execution thereof shall be settled by way of amicable negotiation. In case no settlement can be reached, the case at issue shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission in accordance with the provisions of the said Commission. The award by the said Commission shall be final and binding upon both parties. The arbitration shall be governed by the law of the People’s Republic of China.
Unless otherwise provided, the arbitration shall not affect the two parties to continue to perform their obligations stipulated in this agreement.
This Agreement is executed in two (2) originals both in the English language and in the Chinese language. Both language versions shall be equally authentic. Each Party shall retain a copy of this Agreement in either language.
甲方: Party A: 乙方： Party B: