Understanding Import Agency Agreements: A Complete Guide to My Generator

An import agency agreement is a critical legal document for businesses engaged in international trade. As a California-licensed attorney specializing in business agreements, I’ve created this generator to help you draft a comprehensive import agency agreement that protects your interests while establishing clear expectations with your overseas purchasing agent.

What Is an Import Agency Agreement?

An import agency agreement establishes the legal relationship between a company (the Principal) that wants to purchase merchandise from foreign suppliers and an Agent who will facilitate those purchases. The agreement defines the scope of the agent’s authority, compensation structure, and both parties’ responsibilities.

These agreements are essential for businesses that don’t have the resources or expertise to manage international sourcing operations directly. By appointing a specialized agent with established connections and local knowledge, businesses can access foreign markets more efficiently while maintaining legal protection.

Key Benefits of a Properly Drafted Import Agency Agreement

A well-drafted import agency agreement provides several significant benefits that protect your business interests:

First, it clearly establishes the nature of the relationship—typically as independent contractors rather than employer-employee—which has important tax and liability implications. The agreement also precisely defines the agent’s authority, preventing them from making unauthorized commitments on your behalf that could lead to unexpected legal or financial obligations.

Additionally, a proper agreement establishes clear compensation terms, helping you avoid disputes over commission rates or payment timing. It includes provisions for handling defective products and addresses how to terminate the relationship when necessary, protecting you from being locked into unfavorable arrangements.

Perhaps most importantly, it establishes confidentiality protections to prevent your agent from sharing your proprietary information with competitors or using your business contacts for their own benefit.

How to Use the Import Agency Agreement Generator

The generator on this page is designed to create a customized agreement that meets your specific business needs. Let me walk you through each section and explain the important legal considerations involved.

Party Information

In this section, you’ll enter basic details about the Principal (your company) and the Agent. This includes:

• Agreement date
• Principal name and address
• Agent name and address

While these might seem like simple administrative details, they’re legally significant. The agreement date establishes when obligations begin, and accurate company names ensure the agreement binds the correct legal entities. I recommend using complete legal names rather than trade names to avoid any confusion about who is bound by the agreement.

For foreign agents, include their complete address including the country. This information will be essential if you ever need to enforce the agreement through legal action.

Service Details

This section defines what merchandise the agent will help you purchase and where they’re authorized to operate.

The merchandise description should be specific enough to clearly identify what products are covered but broad enough to accommodate variations and new product lines you might add during the agreement term. For example, instead of listing “iPhone 13 cases,” consider using “smartphone accessories and related electronic products.”

For territory selection, consider carefully where you want the agent to operate. Selecting “global” gives maximum flexibility but might not be necessary if you only need sourcing from specific regions. If you select “custom territory,” provide a precise description to avoid ambiguity about where the agent is authorized to represent you.

The appointment type selection (exclusive vs. non-exclusive) has significant legal implications:

• Non-exclusive: You can appoint other agents in the same territory, giving you more flexibility but potentially reducing the agent’s commitment to your business.
• Exclusive: The agent has sole rights in the territory, which may secure greater dedication but limits your options if performance is unsatisfactory.

In practice, I generally recommend starting with non-exclusive arrangements until an agent has proven their value, particularly for new business relationships.

Agent Services

This section specifies exactly what services the agent will provide. Selected services become contractual obligations, so choose them carefully.

The most common services include:

• Merchandise advice (market trends, pricing, availability)
• Placing orders with suppliers
• Arranging shipping and documentation
• Price evaluation and negotiation
• Export/import process guidance
• Monitoring merchandise transfers
• Ensuring proper packaging

I recommend selecting all services that might reasonably be needed during the relationship. Adding services later would require amending the agreement, but you can always choose not to utilize certain services without formal changes.

Remember that each service selected creates a contractual obligation for the agent. If they fail to provide these services adequately, it can constitute a breach of agreement, potentially giving you grounds for termination or legal action.

Commercial Terms

This section covers the financial aspects of your relationship, including purchasing terms, commission structure, and payment timing.

For purchasing terms, the default F.O.B. (Free On Board) Port of Loading means the agent arranges delivery to the port, at which point you take ownership and responsibility for the goods. This is generally favorable for principals as it places transportation risks on suppliers until goods reach the port. Alternative options like C.I.F. (Cost, Insurance, and Freight) shift more responsibility to the agent but may simplify your logistics.

The commission structure is critically important. I typically advise clients to use percentage-based commissions (e.g., “5% of purchase price”) rather than flat fees, as this aligns the agent’s interests with finding competitive pricing. Make sure the commission base is clearly defined—whether it’s calculated on the raw product cost or includes shipping, insurance, etc.

Payment terms should balance prompt compensation for the agent against your need for cash flow management. Standard terms range from 7 to 30 days after the commission is earned (usually when goods are shipped). Shorter payment terms may secure better service but impact your working capital.

The Letter of Credit provision is crucial for larger transactions or when working with unfamiliar suppliers. Including this option gives you the framework to use LCs when necessary, providing payment security for both you and suppliers.

Term and Termination

This section establishes how long the agreement lasts and how either party can end it.

For the initial term, I generally advise clients to start with 1 year for new relationships. This gives sufficient time to evaluate performance while limiting exposure if things don’t work out. For established relationships, 2-3 years may provide better stability.

The termination notice period (how much advance warning is required to end the agreement after the initial term) typically ranges from 30-90 days. Shorter periods give you more flexibility, while longer periods provide more stability for planning.

The cure periods for defaults (how long a party has to fix a problem before the agreement can be terminated) should be carefully considered. Payment defaults typically have shorter cure periods (5-10 days) than other types of defaults (15-30 days). These timeframes should be realistic—long enough to allow genuine issues to be resolved but short enough to protect you from prolonged problems.

Dispute Resolution

How legal disputes will be handled is a critical consideration, especially in international business relationships.

The governing law selection determines which state’s or country’s laws will interpret the agreement. For U.S. companies, I generally recommend using the law of your home state, as your local counsel will be more familiar with these laws. However, if the agent has significantly more negotiating power, you may need to compromise on a neutral jurisdiction.

For the dispute resolution method:

• Arbitration offers privacy, potentially faster resolution, and easier international enforcement than court judgments
• Mediation is non-binding but can be a cost-effective first step
• Litigation in courts provides the most formal process but can be expensive and time-consuming
• Mediation followed by arbitration combines the benefits of both approaches

For most international agency relationships, I recommend arbitration or mediation-arbitration approaches, as they typically provide more practical enforcement options across borders.

Additional Provisions

This section allows customization of confidentiality terms and other specific provisions.

The confidentiality term selection determines how long confidentiality obligations last. While “perpetual” provides maximum protection, it may not be necessary or enforceable in all cases. For most situations, agreement term plus 3-5 years provides reasonable protection for sensitive information.

The custom provisions field allows you to add specific terms unique to your situation. Common additions might include:

• Specific compliance requirements (e.g., FCPA, anti-bribery provisions)
• Insurance requirements
• Required certifications or qualifications
• Specific reporting obligations
• Limitations on subcontracting

When using the custom provisions field, focus on clarity and specificity. Avoid vague language that could create ambiguity or enforceability issues.

Legal Tips for Import Agency Relationships

Beyond the agreement itself, here are some practical legal tips I share with my clients about managing import agency relationships:

First, document all communications about orders, issues, and changes. Even with a solid agreement in place, having a clear record of interactions can prevent or resolve disputes more efficiently.

Regularly review and assess the agent’s performance against the agreement terms. Tolerating ongoing minor breaches can potentially undermine your ability to enforce the agreement later (through legal concepts like waiver or estoppel).

Be attentive to compliance with international trade laws, particularly around anti-corruption provisions (like the Foreign Corrupt Practices Act), sanctions regulations, and customs requirements. Your agent’s actions on your behalf can create liability for you.

Implement a formal process for approving purchases above certain thresholds. Without clear approval protocols, disputes can arise about whether an agent had actual or apparent authority to make commitments.

Keep your agreement updated as your business relationship evolves. If the scope of products, territories, or services changes significantly, amend the agreement rather than relying on informal understandings.

Finally, maintain some direct contact with key suppliers rather than routing all communications through your agent. This helps preserve your business relationships if you need to change agents in the future.

Common Legal Issues in Import Agency Relationships

In my practice, I’ve seen several recurring legal issues that proper agreements can help prevent:

Scope of authority disputes often arise when agents commit to purchase terms, prices, or volumes beyond what the principal intended to authorize. A clear agreement helps establish boundaries on the agent’s authority.

Commission disputes frequently occur when the basis for calculation isn’t precisely defined, particularly regarding whether certain costs are included in the commission base. Explicit commission terms with examples can prevent these disagreements.

Quality control issues emerge when responsibilities for inspections, standards, and remedies for defective products aren’t clearly established. Your agreement should specify who bears these responsibilities and the process for addressing defects.

Confidentiality breaches happen when agents use a principal’s supplier relationships, pricing information, or product specifications for other clients. Strong confidentiality provisions with specific examples of protected information provide better protection.

Termination disputes arise when one party ends the relationship without following the agreed process or when there’s disagreement about whether cause for termination exists. Detailed termination provisions help manage these situations.

Frequently Asked Questions

How binding is an import agency agreement with a foreign agent?

An import agency agreement is legally binding, but enforcement across international borders presents practical challenges. The enforceability depends on several factors including the legal system in the agent’s country, whether that country is a signatory to relevant international conventions (like the New York Convention on arbitration), and the specific dispute resolution mechanisms in your agreement.

For maximum practical enforceability, I recommend including arbitration provisions, clearly identifying governing law, and considering whether to require the agent to maintain a bond or escrow to secure performance. Additionally, structuring commission payments to align with satisfactory performance provides practical protection beyond legal remedies.

Can I terminate an agency agreement early if the agent is underperforming?

Standard agency agreements allow termination for material breach, but proving “underperformance” as a material breach can be challenging unless the agreement includes specific performance metrics or obligations.

The most enforceable approach is to include specific, measurable performance requirements in the agreement—for example, response time requirements, reporting obligations, or inspection standards. Without such specific terms, termination for general dissatisfaction may lead to claims for inappropriate termination or lost commissions.

As a practical alternative, if you have a problematic relationship but no clear material breach, you might consider negotiating an early termination agreement where both parties agree to end the relationship on specific terms.

What if my agent is making unauthorized commitments to suppliers?

This is a serious issue that can create legal liability for your business. The first step is to promptly notify the agent in writing that they’ve exceeded their authority and that you don’t ratify the unauthorized commitments.

From a legal perspective, you may have grounds to terminate the agreement for cause if the agent has clearly violated the scope of authority provisions. However, this won’t necessarily resolve the commitments already made to suppliers, who may claim they reasonably relied on the agent’s apparent authority.

To prevent this situation, I recommend providing key suppliers with written clarification of your agent’s authority limitations and implementing a formal purchase approval process that suppliers understand.

How should commissions be handled for defective merchandise?

This is a common area of dispute that should be addressed explicitly in your agreement. Without specific provisions, agents typically earn commissions when they facilitate a sale, regardless of whether the merchandise later proves defective.

I recommend including provisions that either:

1. Make commissions contingent on acceptance of non-defective merchandise
2. Require agents to refund proportional commissions for defective goods
3. Tie final commission payments to satisfactory delivery and inspection

The appropriate approach depends on your industry standards and the agent’s role in quality control. If the agent is responsible for inspections, linking commissions to quality makes particular sense.

Should I include non-compete provisions in my import agency agreement?

Non-compete provisions can provide valuable protection, but their enforceability varies significantly by jurisdiction. In international contexts, they present particular challenges.

Rather than broad non-compete terms, I recommend focusing on more widely enforceable protections:

1. Strong confidentiality provisions that prevent the agent from using your proprietary information
2. Non-solicitation provisions restricting the agent from working directly with your suppliers for a specified period
3. Intellectual property protections for your product designs, specifications, or manufacturing processes

These more targeted restrictions typically face fewer enforceability hurdles than general non-compete provisions while still protecting your key business interests.

How detailed should the services section be in the agreement?

The services section should strike a balance between comprehensiveness and flexibility. Too vague, and you’ll have difficulty holding the agent accountable; too detailed, and you might inadvertently limit services you need.

I recommend listing all core services you expect with enough detail to establish clear obligations, while including a provision that allows for “such other reasonable services as may be requested by Principal in writing.”

For critical services that directly impact your business operations, include specific performance standards—for example, requirements for shipment documentation, inspection protocols, or communication timeframes.

Can I prohibit my agent from representing competitors?

This depends on whether you have an exclusive or non-exclusive arrangement. In an exclusive agency agreement, you can reasonably prohibit the agent from representing direct competitors in the same territory. In non-exclusive arrangements, such restrictions are more difficult to justify and enforce.

If preventing competitive conflicts is important to your business, consider negotiating an exclusive arrangement, potentially with more limited territory or product scope to make it acceptable to the agent. Alternatively, in non-exclusive arrangements, you can require disclosure of competitive representations and implement information barriers to protect your confidential information.

What happens to in-process orders if the agreement is terminated?

Without specific provisions addressing this situation, termination could disrupt in-process orders and create disputes about commission entitlement.

I recommend including “transition” provisions that:

1. Identify how in-process orders will be handled after termination
2. Define which orders qualify for commissions post-termination
3. Establish a reasonable cut-off period for trailing commissions
4. Outline the agent’s ongoing obligations during the transition

These provisions create clarity for both parties and help ensure business continuity despite the changing relationship.

Conclusion

A properly drafted import agency agreement creates the foundation for successful international sourcing relationships. The generator on this page helps you create a comprehensive agreement tailored to your specific business needs, but remember that international business relationships involve complex legal considerations.

While this generator provides a solid starting point, I recommend having your final agreement reviewed by an attorney familiar with international trade law, particularly for high-value or strategically important relationships. If you’d like to discuss your specific situation, feel free to schedule a consultation using the link above.

With the right agreement in place, you can confidently expand your international sourcing operations while maintaining appropriate legal protections for your business.

Here is a template:

IMPORT AGENCY AGREEMENT

THIS IMPORT AGENCY AGREEMENT (this “Agreement”) is entered into and made effective as of ______, 2022 (the “Effective Date”) by and between _____________ (the “Principal”), and ______________. (the “Agent”) (Each a “Party” and, collectively, the “Parties”).

W I T N E S S E T H:
WHEREAS, Principal wishes to purchase certain merchandise produced outside of the US (the “Merchandise”); and
WHEREAS, Agent is in the business of providing buying services (the “Services”); and
WHEREAS, Principal wishes to appoint Agent as its non-exclusive buying agent throughout the World (the “Territory”),
NOW, THEREFORE, in consideration of the covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Principal and Agent agree as follows:

1. APPOINTMENT. Principal hereby appoints Agent as a non-exclusive buying agent to render Services in the Territory in connection with the purchase of Merchandise by Principal. Agent hereby accepts such appointment on the terms and conditions contained herein. Principal may at any time and from time to time, without notice, appoint other buying agents and Agent may accept other appointments from any other Principal to perform services.
2. AGENT’S OBLIGATIONS
   a. Agent shall, on behalf of and pursuant to Principal’s directions, perform the following Services for Principal:
   i. Advise Principal of Merchandise, current prices, trends, shipping conditions and availability of production;
   ii. Place orders for specified Merchandise on Principal’s behalf;
   iii. Arrange for the shipment of the Merchandise including preparation of all relevant export documentation in accordance with the terms of the relevant purchase order;
   iv. Estimate and evaluate price offers provided by manufacturers and suppliers, including import expenses such as transportation, insurance, and customs duties from the countries of origin of the Products to the country designated by the Principal.
   v. Negotiate pricing, payment terms, and delivery terms with manufacturers and suppliers for the Products.
   vi. Provide advice to the Principal on export and import processes and documentation
   vii. Use best efforts to monitor the transfer of Merchandise to Principal, or its designee, assuring that said transfer is delivered in the proper quantities and in a timely manner;
   viii. Ensure the Merchandise is packed in a manner specified and approved by Principal which will insure its safe transport to Principal’s designated destination.
   b. Agent shall assure to the best of its ability that all invoices, affidavits, letters, papers or other statements, written or verbal, pertaining to the Merchandise are complete and contain no material omissions or fraudulent or false statements in contravention of applicable law, and shall supply Principal with the originals or copies of all such written documents promptly upon Principal’s request. Agent shall abide by the terms of the Foreign Corrupt Practices Act.
   c. Undertake its best efforts to ensure that goods ordered by Principal will not be transshipped, or their country of origin otherwise misrepresented.
   d. Agent, at Principal’s written request and direction, agrees to use its best reasonable efforts to negotiate any and all disputes and claims arising with any seller of Merchandise, and upon Principal’s written request, consistent with Principal’s reasonable instructions, and on Principal’s behalf, to attempt to settle any and all such disputes and claims to the satisfaction of Principal.
3. PURCHASING TERMS. All purchases made by Agent for Principal’s benefit pursuant to this Agreement and the written purchase order of Principal shall be F.O.B. port of loading in the country of origin unless otherwise agreed to in writing by the Parties hereto.
4. INVOICING. The Agent shall ensure that all invoices related to orders and purchase agreements include accurate descriptions of the Merchandise, the names of the applicable manufacturers or suppliers, the country of origin, and conform to any other specifications established by the Principal.
5. LETTER OF CREDIT. Certain orders or groups of orders made by the Principal may be accompanied by an Irrevocable Letter of Credit (ILC) in an amount sufficient to pay the purchase price of the Merchandise. The Principal will define the terms and conditions of each Irrevocable Letter of Credit, and all acts done or representations made by the Agent with regard to the Irrevocable Letter of Credit are subject to the Principal’s explicit approval.
6. PRINCIPAL’S OBLIGATIONS
   a. Principal will pay Agent for providing the service required of Agent under this Agreement and in the manner hereinafter provided, a buying commission of _____.
   b. Principal shall pay Agent its commission, via wire transfer funds to a deposit account established at a financial institution designated by Agent, within seven (7) days after it is earned.
   c. Principal will pay all costs of insurance, shipping, forwarding, handling and other incidental charges and disbursements against shipments incurred by Principal.
   d. No provision of this Agreement shall be construed to limit or qualify the responsibilities that Principal, as importer of record of the Merchandise, has under the laws enforced by the United States Customs Service, or under applicable common law, state or federal statutes and regulations, or the policies of any governmental authority.
7. DEFECTIVE PRODUCTS AND INSPECTION. If the Principal discovers that the Products are faulty after importation, the Agent will help the Principal in arranging for the return of such items, as well as in the recovery of sums previously paid by the Principal or owed to manufacturers and suppliers for orders of defective products.
8. LIMITATION OF LIABILITY. Except for any claims against Agent arising out of Agent’s recklessness, willful misconduct or fraud, Principal acknowledges that all claims arising out of or relating to the purchase of Merchandise through Agent shall be made against the Seller of such Merchandise and not against Agent.
9. RELATIONSHIP OF THE PARTIES.
   a. Each Party to this Agreement will be and agrees to act as an independent contractor and not as a partner of, or joint venturer with, the other Party for any purpose related to this Agreement or the transactions contemplated by this Agreement, and neither Party will by virtue of this Agreement have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other Party. Except as expressly provided herein, Principal shall bear all risk of loss for damaged, lost, defective or non-conforming merchandise purchased by Principal under this Agreement.
   b. Principal acknowledges and agrees that Agent may engage sub-agents to perform some or all Agent’s Services hereunder.
10. TERM AND TERMINATION
    a. TERM. The term of this Agreement shall commence on the Effective Date and, unless sooner terminated as provided herein, shall continue in full force and effect for an initial term of one (1) year (the “Initial Term”), and thereafter shall remain in force until terminated in writing by either Party upon sixty (60) days prior written notice to the other, provided, however, that, in any event, the confidentiality provisions of this Agreement shall remain in full force and effect in perpetuity as to any Confidential Information disclosed hereunder prior to the date of expiration or termination of this Agreement.
    b. TERMINATION FOR CAUSE; NON-PERFORMANCE. Either Party may suspend its performance or terminate this Agreement in the event either Party fails to perform any material term or condition of this Agreement and the defaulting Party does not cure such failure within thirty (30) days after written demand by the other, five (5) days for an Agent delay in meeting a delivery schedule default; or immediately upon written notice at any time upon occurrence of any of the following events: (a) the other Party (i) becomes insolvent; (ii) enters into or files a petition, arrangement or proceeding seeking an order for relief under bankruptcy laws of the United States; (iii) enters into a receivership for any of its assets; or (iv) enters into a composition with or assignment for the benefit of its creditors. If such default remains uncured after thirty (30) days (or five days, as the case may be), the aggrieved Party may terminate this Agreement by sending further notice to such effect, effective immediately.
    c. EFFECT OF TERMINATION. Upon any termination of this Agreement, each Party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that the obligations of the Parties under this Agreement, which, by their nature, would continue beyond termination or expiration of this Agreement, including but not limited to payment, performance of the Parties respective obligations with respect to any purchase order placed by Agent for Principal pursuant to this Agreement. While termination will not relieve the Parties from liability arising from any breach of this Agreement, neither Party will be liable to the other for damages or any sort solely as a result of terminating this Agreement in accordance with its terms. Termination of this Agreement will be without prejudice to any other right or remedy of either Party.
11. ARBITRATION; CLASS ACTION WAIVER
    a. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be governed by the laws of the State of ______________. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior consent of both parties. Parties understand that this clause means that, by agreeing to arbitrate, they are waiving their rights to sue in court and have a jury trial.
    b. CLASS ACTION WAIVER. Parties acknowledge and agree that they waive their rights, if any, to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both Parties otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
12. CONFIDENTIALITY
    a. SCOPE. Each Party hereto acknowledges that it has been informed of the confidential and proprietary nature of the others Confidential Information and agrees that the Party receiving the Confidential Information (the “Recipient”) (including, without limitation, any such information furnished prior to the date of this Agreement) from the Party disclosing the Confidential Information (the “Disclosing Party”), shall, at all times, take all reasonable steps to ensure that Confidential Information of the Disclosing Party is not disclosed to third-parties; provided, however, that such information may be disclosed to those directors, officers, employees, brokers and representatives (including financial advisors, attorneys and accountants) of the Recipient (each, a “Representative,” and collectively, the “Representatives”) who have a substantial “need-to-know” such information , or as may otherwise be expressly permitted, in writing, by the Disclosing Party The Recipient shall inform each such Representative of the confidential nature of such information and of the confidentiality undertakings of the Recipient contained herein. The Recipient shall be responsible for ensuring that its Representatives comply with the terms and conditions of this Agreement. As used herein, “reasonable steps” means the steps that the Recipient takes to protect its own, similarly confidential or proprietary information, which shall not be less than a reasonable standard of care.
    b. DEFINITION. As used herein, “Confidential Information” means any of the Disclosing Party’s proprietary or confidential information, technical data, trade secrets or know-how, whether existing or contemplated, that is disclosed, directly or indirectly, to the Recipient or one of its Representatives by or on behalf of the Disclosing Party, in writing, orally or by drawings or inspection of documents or other tangible property. However, “Confidential Information” shall not include any of the foregoing items which:
    i prior to disclosure, is in the public domain;
    ii after disclosure, becomes known to the public through no act or omission of the Recipient or any of its Representatives;
    iii is required to be disclosed pursuant to applicable law, rule, regulation, or court or administrative order; provided, however, that the Recipient shall take reasonable steps to obtain confidential treatment for such items and shall promptly advise the Disclosing Party of its notice of any such requirement in order to permit the Disclosing Party to obtain such confidential treatment on its own behalf.
    c. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of this Agreement, and upon written request by the Disclosing Party at anytime prior to termination of this Agreement, the Recipient shall promptly deliver to the Disclosing Party all original Confidential Information of the Disclosing Party in its possession, in whatever medium, and shall cause all copies, summaries, synopses or derivations thereof to be destroyed.
13. REPRESENTATION AND WARRANTIES
    a. NO CONFLICTS. Agent represents and warrants to Principal that it has no obligations to any third-party, which will in any way limit or restrict its ability to provide Services to Principal hereunder.
    b. NO VIOLATION OF LAW OR CONTRACT. Agent represents and warrants to Principal that its performance of Service under this Agreement does not and shall not violate any applicable law, rule or regulation or any contracts with third-parties.
    c. CAPACITY. Agent represents and warrants to Principal that: (i) it has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform all of its obligations under this Agreement; (ii) the execution, delivery and performance by it of this Agreement does not violate any applicable law, rule, regulation, judgment, injunction, order or decree; and (iii) it holds and is in compliance with any applicable permits, licenses and other approvals required to carry out its obligations under this Agreement.
14. NOTICES. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be given, made or communicated either by personal delivery, facsimile transmission, reliable overnight courier (e.g. UPS, FedEx) or by registered or certified mail, postage prepaid, and addressed to the intended recipient as follows:
    If to Agent, by mail to:

If to Principal, by mail to:

or to such other address or to such other person as the intended recipient of such notices shall notify the other Party of in accordance with the foregoing. Any notice shall deemed to have been given, made, received or communicated as the case may be on the date personal delivery was effected if personally served, on the date shown on the sender’s receipt of its facsimile transmission if by facsimile, on the date shown as the date of delivery on the overnight courier’s copy if by overnight courier, or on the date of delivery (or attempted delivery) as shown on the return receipt if delivered by registered or certified mail.

15. EXCUSABLE DELAYS; FORCE MAJEURE. Neither Party to this Agreement will be considered to be in default of this Agreement, or have liability whatsoever to the other, as a result of events beyond their reasonable control which could not have been avoided by the exercise of reasonable prudence, including delays caused by acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, accident, fire, riot, strike, lock-outs and industrial disputes. The Agent is required to use its best efforts to avoid recommending the use of factories with a history of labor troubles in regards to lock-outs and industrial disputes.
16. MISCELLANEOUS
    a. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
    b. SECTION HEADINGS. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.
    c. REQUIRED APPROVALS. Where agreement, approval, acceptance, or consent by either Party is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld.
    d. DIGITAL SIGNATURE. The Parties hereto agree that digital signatures shall be as effective as if originals.
    e. NO WAIVER. No consent to or waiver of any breach or default of any term or condition of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other term or condition hereof. Failure on the part of either Party or to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder and no waiver hereunder shall be effective unless it is in writing, executed by the Party waiving the breach or default hereunder.
    f. SEVERABILITY. In the event any provision of this Agreement shall be held invalid, the same shall not invalidate or otherwise affect in any respect any other term or terms of this Agreement, which terms shall remain in full force and effect.
    g. SURVIVAL. All terms, conditions, obligations and provisions capable of surviving the termination of this Agreement shall so survive.
    h. PREVAILING LANGUAGE. If there are any inconsistencies or conflicts between the English original of this Agreement and any foreign language translation, the English version shall prevail.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed and delivered by their duly authorized officers or representatives as of the date first above written

PRINCIPAL

By: ___________________
Name, Title: ____________
Date: __________________

AGENT

By: ___________________
Name, Title: ____________
Date: __________________