AGENCY AGREEMENT UNDER THE SPANISH RULES

Prior to use this example, please read our interestings advices about self legal service

Barcelona, on this day of , .

APPEARING

The party of the first part, Mr ______, of full legal age, holder of Fiscal Identity Number (NIF), acting in his own name, hereinafter "THE AGENT", domiciled at ______.
The party of the second part, Mr______, holder of passport of ____nationality nº ____, acting in the name and representation of the company , domiciled at , holder of Fiscal Identity Number (NIF), with company offices at

Both parties reciprocally recognise their full legal capacity to execute the present agreement and

STATE

I. That it involves the sale in Spanish territory of the range of products of _________exclusively to the customers nominated on the attached Budget sheet

II. That the AGENT is interested in promoting, managing and arranging the aforementioned services, on behalf of ______ based on his special knowledge of the market sector, fully independent from _________, and by applying his own criteria to the business organisation and to the time he shall devote to the said promotional activity, and by using the appropriate staff and means for the exercise of the said activity, and that he is registered as an entrepreneur and satisfies the corresponding Activity Tax, as is shown to in the photocopied documentation enclosed with the present agreement.

III. That, given the foregoing, the parties undertake to collaborate by common agreement in order for THE AGENT to carry out commercial intermediation in order to develop the market of nominated customers in the mentioned sector, on behalf of ______

For all the foregoing, the parties agree to enter into a MERCANTILE AGENCY AGREEMENT, and subject themselves to the following

CLAUSES

1. AGENCY AGREEMENT

[_______] entrusts to the AGENT the promotion of the sale of its products to nominated customers within the territory and under the series of conditions specified in the present agreement, and the AGENT, as an independent intermediary, accepts the position.

2. PRODUCTS

The products which form the purpose of the present agreement are all those which make up [________] current product line The agreement may also include any products which [_______] may decide to sell in Spain at a future date.

3. TERRITORY

Spain.

4. DURATION OF THE AGREEMENT

The duration of the present agreement is established as being of six months as of today. Notwithstanding, the agreement shall, once the said period has concluded, be automatically extended on a rolling month by month basis for a further 6 months, unless one of the parties should communicate to the other party, fifteen days prior to the conclusion of the initial period or of any of its extension periods, its wish to terminate the agreement.

5. HOW THE AGENT MUST ACT

The AGENT must act at all times in an independent manner, and must in no case engage the company in any way, nor enter into any undertaking on its behalf, nor represent it legally, except in those cases expressly indicated by the company. Consequently the agent may not finalise any operation by himself but must subject the same to the subsequent approval of the company, which must clearly indicate the third parties with whom it engages. [_______] reserves the right to accept orders and execute agreements.

6. OBLIGATIONS OF THE AGENT

The present agreement places the following obligations on the agent:

• 6.1. To promote, the sale of the products referred to in the present agreement.
• 6.2. To promote and manage the sale of [_______] products, undertaking to comply with the conditions which [______] has established regarding price, supply and service, and under no circumstances offering different conditions.
• 6.3. To regularly inform on the state and evolution of the operations achieved through his mediation, as well as the perspectives regarding the sale of products and the general evolution of the market within the corresponding territorial sphere.
• 6.4. To receive and immediately transmit to the company any complaints received from customers within his territory.
• 6.5. To not disclose any confidential information received from the company, or any commercial or technical knowledge regarding products or industrial processes obtained from the company through the exercise of his mediation activity. The breach of this obligation to maintain confidentiality may entitle [______] to be compensated for any damages caused.
• 6.6. To carry out payment operation procedures in the cases of non-payment.
• 6.7. To fulfil the sales goals set in the present agreement, which are as follows: Minimum monthly turnover £[______] per month. These goals will be updated annually whenever the duration of the agreement is extended.
• 6.8. Any others deriving from the content of the present agreement.

7. OBLIGATIONS OF THE COMPANY

The present agreement places the following obligations on the company:

• 7.1. To provide the agent, so that he may carry out his tasks, with the appropriate information with regard to the products forming the purpose of this agreement, as well as the catalogues, price lists and other documents which allow him to commence his professional activity.
• 7.2. To pay the AGENT the amount of remuneration referred to in clause nine.
• 7.3. Any others deriving from the content of the present agreement.

8. NON-COMPETITION COVENANT

The parties establish that the present agreement is not exclusive, whilst the AGENT undertakes to not act as an agent with the nominated customers for other companies dedicated to the sale of the same kind of products as [______] whilst the present agency agreement is valid.

9. REMUNERATION

The AGENT's remuneration shall be a commission applied to the price of the products which have been effectively sold and paid for in each operation obtained through his mediation, excluding VAT and any expenses, taxes and any other items indicated in the corresponding invoice or invoices. The commission shall be accrued at the moment the customer has paid for the products, but may in certain circumstances, and at the suppliers discretion, be paid on account in advance of payment by the customer. The payment of the commissions due to the AGENT shall be made monthly, during the week subsequent to the conclusion of each calendar month, upon presentation by the AGENT of the corresponding invoice. The commission rate for the year [____] is set at [___]% (ten per cent) except in the case of new projects where the percentage will be nominally 10 % but will be negotiated between the AGENT and [_______]

10. EXPIRY OF THE AGREEMENT

The agreement shall expire once the initial covenanted term, or any extension to the same, has concluded, and provided that prior notice, as referred to in clause four, has been given.

The agreement may be terminated should any of the following causes come about:

• 10.1 Should one of the parties breach the obligations assumed by virtue of the present agreement, the other party may, as is his wish, immediately terminate the present agreement or demand fulfilment of the obligation.
• 10.2 The company is free to terminate the agreement, by giving prior notice fifteen days in advance, should the agent not fulfil the sales goals set in clause six for each one of the time periods.
• 10.3 Should either of the parties have been declared bankrupt or should a request for receivership have been admitted, the other party may terminate the agreement at any moment without any need for prior notice.

11. EFFECTS OF THE TERMINATION OF THE AGREEMENT

Should the agreement be terminated, the parties must immediately:

• 11.1. Upon request of [_______], the AGENT shall make all the products stocked in his warehouses available to the persons appointed by _______
• 11.2. Any breach of the obligations deriving from the present agreement shall oblige the breaching party to pay compensation for any damages which the breach may have caused.

12. APPLICABLE LEGISLATION

The present agreement, the totality of the relations deriving from it and that set out in this agreement shall be governed by Law 12/1992, of 27th May, which regulates the juridical regime of the agency agreement.

13. JURISDICTION AND COMPETENCE

In the case of any doubt, question or divergence which may come about in the interpretation or fulfilment of the present agreement, both parties subject themselves to the Courts and Tribunals corresponding to the agent's domicile.

In witness whereof, the present agreement is signed in the city and on the date indicated above.