1、International Agent ContractPrincipal:Address:PostCode:Tel:Fax:E-Mail:Agent:Address:PostCode:Tel:Fax:E-mail:Contract Number:SignatureDate:SignaturePlace:CONTENTS1Scopeof Authority:22Rights andobligations of the Agent23The rights andobligations of thePrincipal44Non-exclusive agency/Exclusive agent55C

2、ommissionandReimbursement56Confidentiality and Intellectual PropertyRight77Termination of this Contract88.Unconcludedbusiness89.Damages810ForceMajeure911Return of documentsandsamples912No Partnership913Severability914Non-Waiver1015Governing Language1016Applicable Law1017Arbitration101This Contract i

3、s madeon the(month, date)of (year ) between)and,locatedat.（hereinafterreferredto as “”or “ Agent）”WHEREASThe Principal has products and services and intends to promote these products through commercial Agent.The Agent has the market knowledge, experience and commercial networkconnectedto the market

4、of.The Principal agreesto appoint the Agent as it sAexclusive; B non-exclusiveAgent within the territory of for project , and the Agent agreesto acceptthe appointment.In consideration of the mutual covenantsand agreementsherein contained, thePartiesherebyagreeas follows:1Scopeof Authority:1.1 Scopeo

5、f ProductsandService：Transformerandrelatedproject;Transmissionline andrelatedproject;Substation.1.2Scopeof territory: In the region of A. (country); B (region) C (region) .1.3 ContractTerm: This Contract shall bevalid foryearsstartingfromtounless terminated before the expiration dateaccordingto clau

6、se7.2 Rights and obligations of the Agent 2.1 The agenthasthe right to2agent;sOptionalA. Act under the Principal names with prior consent of the Principal in writing;B. Assist the Principal with its preparationandimplementation for the project contractintroducedby theAgent;C. Conduct necessaryafter-

7、salesservice;D. Collect thepaymentof theGoods;E. Participate the negotiation between the Principal and its potential client introducedby the Agent if necessary.2.2 The obligation of the AgentA. Conduct the entrustedmattersdiligently and cautiously;B. Exerciseits power within which is authorizedby th

8、e principal and shall not go beyondthe scopeof his power,C. Non-competitionNot to engage in the activities to compete directly or indirectlywiththePrincipalproductss and service within the territory ofduring the contractperiod andyears thereafter. Not to commit any act in contradiction with thepurpo

9、seof this Contract.D. Not to provide any assistanceor services to any other party who provide the sameor similar product andserviceof the Principal, not to competewith the Principal by any third party, regardlessof whether or not the Agent gets profit from any suchact or competition within the terri

10、tory of during the contract period and yearsthereafter.E Not to assignmentand sub-agent: The Agent shall not assign his right or obligation under this Contract to any third party or to recourseto sub-agentswithout prior consentof the Principal.Optional:Any products or project the Agent is entrusted

11、to act as agent, distributor or manufactureris disclosedin Annex 2 to this Contract.3A. Explore the market and find any opportunity for selecting the reliable Groups and investorswilling to invest in theProductsand Servicethe Principal provides.B. Establish effective strategic salesplan aimed at the

12、 entrustedGoods within theAgent territory. The plan shall be updated everymonths orweeks and besubmittedto the Principal.C. Report to the Principal progress of the agency everydays and reportpromptly of the substantialinformation.D. Provideregularlysubstantial marketinginformationto the Principal,in

13、troduces the Principal toall potential clients and cominginvestors withintheterritory of, andprovide help to the Principal to openthe local market.E. Provideregularly tothe Principal detailed reports about the competitorsactivities, about the relevant laws and Governmentalregulations ofthegovernment

14、, such as import regulations, marks, technicalspecifications, safetyrequirement,andabout its discussionwith therelatedinvestors.F. Procurethe TenderDocumentsdesiredby the Principal at the Principalcostsand communicate with the Principal in time，so that thePrincipal obtains theauthentic and detailed

15、conditions of the owner of the project and make a properdecision.G. Provide all typesof servicesupon requestto any delegationof the Principal to,including but not limit to supporting the delegation of the Principal on obtainingrelatedcertificate, visas,documentof approval,accommodation,andtransporta

16、tion.H. Work with the Principal on all the activities related the project preparation, biding and the signing of the project contract, as well as the performance of such project contractI. Provide his bestassistance,advice and guidanceon how the projects should be pursuedandhow to bestproceedwith th

17、em.3The rights and obligations of the Principal3.1 The Principal is entitled to:A Final determination on entrustedmatters,including to determine or to vary the price of Goods,to reject a proposalfrom the potential client;4B. Superviseandinstruct the Agent sactivity;C. Participateto deal with the ent

18、rustedbusinessdirectly.3.2The obligations of the Agent4Non-exclusiveagency/Exclusive agentAlternative A. Exclusive agent4.1 The Principal authorizesthe Agent to be the exclusive agentfor_ project /area/country. The principal shall participate in the entrusted business directly or through any other p

19、ersonor corporation.Alternative B. Non-exclusive agent4.1 The Principal authorizesthe Agent to be the non-exclusive agentforproject/area/country.A. The Principal is entitled to appoint otheragent(s)within any of the scopeof authority of this Contract B. The Principal is entitled to operatebusinessan

20、dsearchfor potential clientsitself.4.2 If any project introduced by the Agent hadbeenintroduced to the Principal by other agentearlier than the Agent, or the Principal hadthe information of such project and had substantivecontacted with the owner of the project regarding pursuanceof the project befo

21、re the Agent sintroduction. The Principal shall give notice to theAgent in writing within days,informing the Agent of the prior introduction and substantivecontact. The Agent then shall stop further action with the project unless requestedby the Principal to do so.4.3 The commission paid from the Pr

22、incipal to the Agent shall not cover any project introduced by other client or awardeddirectly to the Principal by the owner of the project.55Commissionand Reimbursement5.1 CommissionA. The commissionis% of theprice of the bidding project;B. The commission is% of the price of the contract betweenthe

23、 Employerand thePrincipal;C. The commission is% of the price higher than the reserve price of thePrincipal.D. Floating commission% of the contract price when the project price reaches;% of the contract price when the project price reaches;% of the contract price when the project price reaches.E Othe

24、rs5.2Paymentof commissionA. Commission against the payment of contract between the client and theprincipalB. in caseof installment payment,commission againstthe received paymentprorata of the contractbetweenthe client andthe principal5.3 Paymentcondition of commissions work. If the project informati

25、on of project, the information of businessopportunity or an order is rejectedby the Principal, no commissionshall arise.year of this Contract,of minimum contract priceshall be guaranteedby the Agent and % increasefor eachyearduring the contract period shall beguaranteed.65.4 The time of payment of t

26、he Commission fee shall beconductedand disbursedaccording to the payment clause of project contract by and between the owner ofintroduced project and the Principal. A. Within days after the payment of the contract price received by the Principal; B in the caseof installment, the Principalshall pay t

27、he agreedpercentagedescribedin clauseof such contract price to theAgent accordingly.5.5 The Agent shall assistthe Principal to pursuethe potential project with most favorable price. The Agent agreesthat if the final awarding price of the Project is lower than the Principal reasonableexpectedwhich ha

28、sbeen disclosedto the Agent, the Commission fee shall be decreased proportionately. Therefore, the final Commission fee shall be decidedafter signing the project contractby and betweenthe owner andthe Principal andthe project contract coming into force.5.6 The Commission fee to the Agent shall cover

29、 all the Agent scost and expensesderived out of this Contract including the Agent soffice cost within the region of_,its staff， promotion，and traveling cost.OptionalThe Principal is entitled to deduct certain proportion of Commission fee in case the Agent fails to fulfill its liability stipulated in

30、 clause_.The amount of deductedCommissionshall refer to the Commission fee breakdownlisted in Annex 1.76Confidentiality and Intellectual Property Right6.1 All mattersrelating to the PrincipalBusinessincluding,s but not limited to,financing, customers (both current and potential), suppliers, provider

31、s of service,know-how, proposed transactions,legal and tax matters and any other informationrelating to the PrincipalBusinesswhichs arenot in the public domain, aredeemedbythe Parties,to be the Principaltradesecretss.6.2 The Agent shall not disclose any trade secretto any third party without the pri

32、or written authorization and instruction of the Principal during the term of this Agreementand at any time thereafter.Any documentand item with tradesecretsshall be returnedto the Principal upon expiration of this Contract.6.3 If the Agent violates the confidentiality clause under this Contract, the

33、 Principal is entitled to terminatethis Contract.6.4 The Agent shall protect the intellectual property right of the Principal, including trademark, patent right and corporate name. The Agent may use thePrincipal intellectuals property right only for the purpose of this Contract or with prior consent

34、of the Principal within his authorization and the effective period of this Contract. The Agent shall not permit or transfer the right to any third party. If the Agent violates this clause, the Principal is entitled to terminate this Contract, the Agent shall bearall lossesderiving out of the violati

35、on.7Termination of this Contract7.1 The Principal is entitled to terminate this Contract any time before theexpiration datewith written notice to the Agent not lessthandaysin advance.7.2 The Principal is entitled to terminate this Contract under the following circumstances:(1) The Agent acts for any

36、 third party, act for itself or act in violation of thepurposeof this Contract;(2) The Agent is negligent to fulfill his duty or abuseof his power;(3) The Agent abusesof, infringes or discloses the intellectual property of the Principal;(4) The Agent doesnot fulfill the minimum transactionamount.Opt

37、ional:88. Optional: UnconcludedbusinessOn the condition that any businessopportunity introduced by the Agent within the Contract territory beforethe expiration or termination of this Contract is acceptedby the Principal, and the contractis concluded within months after the expiration or termination

38、of this contract，the Agent is entitled to a discounted commission upon consultationwith the Principal on casebasis.9. Damages9.1 If the Agent acts for any third party, act for it or act in violation of the purposeof this Contract,the Principal is entitled to % of the price of the project;9.2 If the

39、Agent is negligent to fulfillhis duty or abuseof his power,the Principalis entitled to take out% of the price of the project andrequestthe correction by theAgent;9.3 If the Agent abusesof, infringes or disclosesthe intellectual property of the Principal, the Agent shall stop the violation immediatel

40、y and pay the damage of covering % of the price of project exclusive of its liability to compensatethe losses of the Principal deriving out of the violation.9.4 If the Agent ceasesto perform its liability under this contract,the Agent shallpay damagescovering% of the price of project.10ForceMajeure1

41、0.1 Either of the parties may suspendperformanceof a PurchaseOrder during the occurrenceof force majeure. For purposeof this clause,“ forcemajeure ”meansan event (1)beyond the control and/or foreseeingof the Seller/Buyer; (2)which, having arisen,such party could not have avoided or overcomeby all me

42、ans;(3) which is not involving the Seller s/Buyerfaultsor negligence. Such event may include wars, serious fire, flood, typhoon and earthquake and other cases agreed upon by both parties.10.2 The Seller shall give the Buyer without undue delay notice by facsimile and shall provide to the Buyer the s

43、tatementfrom the governmentor businessassociation to certify the Force Majeure Event by registeredmail.10.3 If performanceof this Contract is delayed by Force Majeure for more than days, Buyer may without any additional extensioncancel all or part of this Contract with respectto the delayedGoods.911

44、Return of documentsand samplesUpon expiration or termination of this Contract, the Agent shall return all advertisements,documentsand samplesprovided by the Principal and owned by the Principal.12 No PartnershipNothing in this Contract shall create,or be deemedto createany partnership or the relatio

45、nship of employerand employeebetweenthe parties.13SeverabilityIf any provision of this Contract is or becomesvoid or unenforceableby force or operation of law to any extent or in any application, all other provisions shall not be affectedtherebyandshall continue in effect and application to its full

46、est extent.14Non-WaiverFailure by a Party to exercise any of its rights, powers or remedieshereunderor its delay to do so will not constitute a waiver of those rights, powers or remedies. No waiver of any default hereunderby either party or any failure to enforce any right hereunder shall be deemed

47、to constitute a waiver of any subsequentdefault with respectto the sameor any other provisions hereof.15Governing LanguageA. This Contract shall beexecutedin A. English and Chineseincopieseach;B. Chinese andincopies each. In case of discrepancybetween the twoversions,theversion shall prevail. All co

48、rrespondenceand other documentspertaining to this Contract which are exchangedby the parties shall be written in, unlessotherwise agreedby the parties. 16 Applicable LawThe Contract shall be governedandconstruedby the laws of A. the PRC; B.17Arbitration17.1 All disputesarising from the execution of

49、or in connectionwith the Contract shall be settled through friendly consultation between both parties. In case noagreementcan be reachedthrough consultation withindays of commencementof10suchconsultation,the disputeshall besubmitted for arbitration.Alternative A17.2 The arbitration shall be conducte

50、d by China International Economic and Trade Arbitration Commission (CIETAC) Beijing in accordancewith its arbitration rules/ procedures.The arbitration languageshall be Chinese.17.3 The arbitration shall take placein A Beijing ；B. The languageusedin arbitration shall be A. English; B. Chinese.Alternative B17.1 All disputesarising from the execution of or in connectionwith the Contract s