OBS. Dette er en standardkontrakt, og du opfordres til at sge juridisk hjlp til at mlrette den til din egen brug.

This is a standard agreement, and we recommend that you consult with a professional adviser to adapt it to your own use.

EXCLUSIVE AGENCY AGREEMENT This !"clusive #gency #greement is made and entered into this $insert date% by and between $insert name% with its principal place of business located at $insert address% &the '#gent() and $insert name% with its principal place of business located at $insert address% &the '*ompany() &hereinafter referred to individually as a '+arty( and collectively as 'the +arties(). ,-!.!#/, *ompany is in the business of developing, manufacturing and selling throughout the world $insert description of products%0 ,-!.!#/, #gent is in the business of $insert description of business% and wishes to market and promote certain *ompany products in $insert list of countries%0 ,-!.!#/, *ompany wishes to appoint #gent as its agent to market and promote such products in such countries on an e"clusive basis0 12,, T-!.!32.!, the +arties hereby agree as follows4 5. Definitions. 6n this #greement, the following terms shall have the following respective meanings4 &a) '#greement( means this !"clusive #gency #greement and !"hibit # and !"hibit 7 hereto. &b) '*onfidential 6nformation( means any and all information that is disclosed by one +arty to the other +arty and that relates to a +arty8s business or the +arties8 business relationship hereunder, including, but not limited to, information concerning finances, products, services, customers and suppliers. #ny *onfidential 6nformation disclosed in tangible form shall be marked as '*2136D!1T6#9( or '+.2+.6!T#.:( or by a similar legend by the disclosing +arty prior to disclosure. #ny *onfidential 6nformation disclosed orally or visually shall be identified as such prior to, concurrent with or following disclosure and summari;ed in writing by the disclosing +arty to the receiving +arty within thirty &<=) calendar days of the disclosure. *onfidential 6nformation shall not include information which &i) is in or comes into the public domain without breach of this #greement by the receiving +arty0 &ii) was in the possession of the receiving +arty prior to receipt from the disclosing +arty and was not ac>uired by the receiving +arty from the disclosing +arty under an obligation of confidentiality or non use0 &iii) is ac>uired by the receiving +arty from a third party not under an obligation of confidentiality or non use to the disclosing +arty0 or &iv) is independently developed by the receiving +arty without use of any *onfidential 6nformation of the disclosing +arty. &c) '!ffective Date( means the date first written above.

&d) '?eneral Terms and *onditions of /ale( means the *ompany8s then current general terms and conditions of sale, a current copy of which is attached under !"hibit # hereto.

&e) '1et +roduct /ales( means payments actually received by the *ompany on purchase orders for +roducts procured by the #gent from customers in the Territory during the Term and subse>uently accepted by the *ompany, after deduction, where applicable, for4 &i) discounts, including cash discounts or other rebates, &ii) freight, postage, transportation, insurance and duties on shipment of +roducts, &iii) special packing charges, and &iv) any ta", government charge or duty &including any ta" such as value added or similar ta") levied on the sale, transportation or delivery of +roducts. &f) '+roducts( means the *ompany products listed in !"hibit 7 attached hereto from time to time. &g) 'Term( means the period commencing on the !ffective Date and terminating as set forth in #rticle 55 hereof. &h) 'Territory( means $insert list of countries covered by the agency%.

&i) 'Trademarks( means all trademarks, service marks, logos, brand names, trade names, domain names and@or slogans used by *ompany in connection with the +roducts from time to time &whether registered or unregistered). 2. Grant of Rig t

&a) #ppointment. /ubject to the terms and conditions of this #greement, *ompany hereby appoints the #gent as its e"clusive #gent to market and promote the +roducts, and to solicit purchase orders for the +roducts, in the Territory. #gent hereby accepts such appointment and agrees not to use a third party to perform its obligations pursuant to this #greement without the prior written consent of *ompany. 6t is e"pressly agreed that the #gent has no authority to enter into agreements or make any commitments on the *ompany8s behalf. &b) .estrictions on #gent8s #ctivities. #gent shall not4 i) engage in any promotional activities relating to the +roducts directed primarily to customers outside the Territory, ii) solicit orders for +roducts from any prospective customer located outside the Territory, or iii) solicit orders for +roducts from any prospective customer located in the Territory with a view to their e"portation. &c) .estrictions on *ompany8s #ctivities. /ubject to #rticle A &d) hereof, *ompany shall not, and shall procure an undertaking from its agents or other intermediaries for territories other than the Territory that they will not4 i) engage in any promotional activities relating to the +roducts directed primarily to customers in the Territory, &ii) solicit orders for +roducts from any prospective customer located in the Territory, or &iii) solicit orders for +roducts from any prospective customer located outside the Territory with a view to their e"portation to the Territory. &d) .eservation of .ights by *ompany. *ompany reserves the right to take the following actions at any time upon $insert number in words% &$insert number%) calendar days prior written notice to #gent without liability4 &i) to add +roducts to or delete +roducts from !"hibit 7 hereto, &ii) to modify the design of or upgrade the +roducts or any part of the +roducts, and &iii) to sell the +roducts e"clusively, on a direct or indirect basis, to certain types of customers or specific accounts in the Territory. !. Tra"e#ar$s

&a) 2wnership. The #gent acknowledges *ompany8s e"clusive ownership of the Trademarks and ac>uires no right, title or interest in or to the Trademarks hereunder. #ny and

all goodwill associated with the Trademarks will inure e"clusively to the benefit of *ompany. During the Term, the #gent shall not attempt to register any of the Trademarks or any trademarks, service marks, logos, brand names, trade names, domain names and@or slogans confusingly similar to the Trademarks. The #gent shall e"ecute such documents and do all such acts and things as may be necessary in *ompany8s reasonable opinion to establish *ompany8s ownership of any rights in and to the Trademarks, at *ompany8s e"pense. &b) ?rant of .ights. *ompany hereby grants to the #gent for the Term, and subject to the terms and conditions herein, a non e"clusive, non transferable, revocable right to use the Trademarks in connection with the marketing and promotion of the +roducts in the Territory in accordance with the terms and conditions of this #greement and any guidelines issued by *ompany from time to time. During the Term, #gent shall have the right to indicate to the public that it is an authori;ed #gent of the +roducts. %. Agent&s O'(igations. 6n addition to such other duties and obligations as are set forth in this #greement, the #gent shall4 &a) Diligently market and promote the +roducts, and solicit purchase orders for the +roducts, within the Territory0 &b) Baintain in the Territory an office and an ade>uately trained sales force knowledgeable of the +roducts0 &c) Develop promotional materials for the +roducts appropriate for use in the Territory, including modification of the *ompany8s promotional materials, subject to the *ompany8s advance approval of such materials0 &d) +articipate in trade shows and e"hibitions in the Territory where such participation will promote the +roducts0 &e) #ssist the *ompany in providing support services to customers of the +roducts in the Territory0 &f) 3ully and promptly answer all communications from the *ompany and its customers in the Territory0 &g) .ender such assistance as the *ompany may reasonably re>uest with respect to credit and collection matters0 &h) +repare and maintain, and submit to the *ompany on a timely basis, all documentation and reports reasonably re>uired from time to time to be prepared, maintained or submitted, including but not limited to, the following4 &i) a database of information on current and prospective customers, which database shall at all times be the property of the *ompany, &ii) a >uarterly report concerning current and prospective customers, actual or pending purchase orders, competitive products, trade conditions within the Territory and related matters, &iii) a >uarterly marketing plan, and &iv) a written forecast of the number of +roducts e"pected to be ordered in the following $insert number in words% &$insert number%) month period, which forecast shall be submitted to the *ompany prior to the beginning of each calendar >uarter. #ll documentation and reports shall comply with any guidelines issued by the *ompany from time to time. ). Co#*an+&s O'(igations. 6n addition to such other duties and obligations as are set forth in this #greement, the *ompany shall4

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&a) #ssist the #gent by providing an ade>uate supply of +roduct data sheets, price lists, catalogues and other promotional literature at no charge to the #gent0 &b) +rovide to the #gent one demonstration unit of each +roduct, which demonstration units shall at all times be the property of the *ompany0 &c) +rovide +roduct training and field sales support to the #gent8s sales force at no charge to the #gent, with the fre>uency and content of the training to be determined by *ompany0 &d) +lace advertisements in applicable publications and participate in trade shows and e"hibitions where such participation will promote the +roducts0 and &e) ,. 7ear responsibility for collection of all customer payments. -.otes an" /.r0 ase Or"ers

&a) The #gent may provide >uotes for the +roducts at prices no less than the *ompanyCs then current prices and on the basis of the *ompanyCs then current terms of payment and ?eneral Terms and *onditions of /ale. #ny proposal at other prices or terms and conditions must be approved in advance by the *ompany. The *ompany shall have the right, from time to time in its sole discretion and without notice, to amend prices, terms of payment and the ?eneral Terms and *onditions of /ale. The #gent shall promptly forward to the *ompany copies of all proposals made by the #gent to current or prospective customers. &b) #ll purchase orders for and offers to purchase +roducts received by the #gent shall promptly be forwarded to the *ompany and are subject to acceptance by the *ompany. The *ompany reserves the right in its sole discretion to accept or reject any such order or offer, and to cancel or delay any order, in whole or in part, at any time after acceptance, without incurring any liability to the #gent for commissions, damages or otherwise. The *ompany shall send the #gent a copy of all acceptances or rejections sent by it to customers with respect to purchase orders or offers procured by the #gent from customers. &c) The *ompany shall invoice all customers directly, and all payments due from customers shall be made directly to the *ompany. 6n the event payment for +roducts is made by any customer to the #gent, the #gent shall immediately forward such payment to the *ompany. 1. Co##issions an" E2*enses

&a) The *ompany shall pay to the #gent, as compensation for its services during the Term, a commission of $insert number in words% &$insert number%) D of the 1et +roduct /ales. +ayment of commission shall be made by the *ompany to the #gent on or before the $insert number% day of the month following the calendar >uarter of receipt by *ompany of payment for +roducts from its customer. #t the time of payment of commission, the *ompany shall furnish the #gent with an itemi;ed statement setting forth the computation of commissions. &b) 6n the event of termination of this #greement for any reason, the *ompany shall be obligated to pay commissions only with respect to purchase orders for +roducts procured by the #gent from customers in the Territory prior to termination of this #greement and subse>uently accepted by the *ompany. #ny adjustments which may be re>uired pursuant to #rticle E &d) hereof shall be made notwithstanding any termination of this #greement.

&c) 1otwithstanding anything to the contrary set forth above, there shall be deducted from any commissions due the #gent an amount e>ual to4 &i) commissions previously paid or credited to the #gent for sales of +roducts which are thereafter returned by the customer0 and &ii) the applicable portion of commissions previously paid or credited to the #gent for sales of +roducts as to which any allowance or adjustment is credited to the customer for any reason. &d) The #gent and the *ompany will agree on an acceptable >uarterly e"pense level for the #gent. The *ompany will pay the agreed upon amount to the #gent in advance at the beginning of each calendar >uarter following receipt of a proper invoice. #ny additional e"penditures or e"traordinary e"penses must be approved in advance by the *ompany in order to be reimbursed. 3. Non4Co#*etition. During the Term and for a period of one &5) year after voluntary termination of the #greement by the #gent or termination by the *ompany pursuant to #rticle 55 &c) hereof, the #gent shall not, directly or indirectly, market, sell or promote the sale of, or otherwise commercially deal in or with, any products or services within the Territory that will then be in competition with the +roducts. 5. Confi"entia(it+

&a) 2bligations of 1on Disclosure and 1on Gse. Gnless otherwise agreed to in advance, in writing, by the disclosing +arty or e"cept as e"pressly permitted by this #greement, the receiving +arty will not, e"cept as re>uired by law or court order, use *onfidential 6nformation of the disclosing +arty or disclose it to any third party for the Term and for a period of $insert number in words% &$insert number%) years thereafter. The receiving +arty may disclose *onfidential 6nformation of the disclosing +arty only to those of its employees or contractors who need to know such information. 6n addition, prior to any disclosure of such *onfidential 6nformation to any such employee or contractor, such employee or contractor shall be made aware of the confidential nature of the *onfidential 6nformation and shall e"ecute, or shall already be bound by, a non disclosure agreement containing terms and conditions consistent with the terms and conditions of this #greement. 6n any event, the receiving +arty shall be responsible for any breach of the terms and conditions of this #greement by any of its employees or contractors. The receiving +arty shall use the same degree of care to avoid disclosure of the disclosing +arty8s *onfidential 6nformation as the receiving +arty employs with respect to its own *onfidential 6nformation of like importance, but not less than a reasonable degree of care. &b) .eturn of *onfidential 6nformation. Gpon the termination or e"piration of this #greement for any reason, or upon the disclosing +arty8s earlier re>uest, the receiving +arty will deliver to the disclosing +arty all of the disclosing +arty8s property or *onfidential 6nformation in tangible form that the receiving +arty may have in its possession or control. The receiving +arty may retain one copy of the *onfidential 6nformation in its legal files. 67. Infringe#ent of Inte((e0t.a( /ro*ert+ Rig ts . The #gent agrees that if it is notified or otherwise obtains knowledge of any actual or alleged infringement of the Trademarks or any other intellectual property rights of *ompany by a third party in the Territory, the #gent will promptly notify the *ompany. 1o legal proceedings shall be instituted by the #gent against any third party in respect of any such actual or alleged infringement without the prior written consent of *ompany. #gent shall cooperate fully with *ompany in any legal proceedings instituted by *ompany, at *ompany8s e"pense. 66. Ter# an" Ter#ination

&a) Term. This #greement shall commence on the !ffective Date and shall, unless earlier terminated pursuant to #rticle 55 &b) or 55 &c) hereof, continue for a term of $insert number in words% &$insert number%) years following the !ffective Date &the '6nitial Term(). Gpon e"piration of the 6nitial Term and each .enewal Term thereafter, this #greement will be automatically renewed for an additional one &5) year term &the '.enewal Term() unless terminated by either +arty upon $insert number in words% &$insert number%) calendar days written notice to the other +arty prior to the e"piration of the 6nitial Term or any .enewal Term. &b) Termination ,ithout *ause. #fter the $insert number in words% year of this #greement, this #greement may be terminated by *ompany at any time for any reason by giving $insert number in words% &$insert number%) calendar days written notice of such termination to the #gent. #gent may terminate this #greement at any time for any reason by giving $insert number in words% &$insert number%) calendar days written notice of such termination to the *ompany. &c) Termination for Baterial 7reach. This #greement may be terminated by either +arty by giving $insert number in words% &$insert number%) calendar days written notice of such termination to the other +arty in the event of a material breach by the other +arty. 'Baterial breach( shall include4 &i) any violation of the terms of #rticles A &b), A &c), <, I, J or 5H, &ii) any other breach that a +arty has failed to cure within $insert number in words% &$insert number%) calendar days after receipt of written notice by the other +arty, &iii) #gent8s failure to meet the agreed 1et +roducts /ales target for a twelve month period, &iv) any activity or assistance by #gent of challenging the validity or ownership of the Trademarks or any other intellectual property rights of *ompany, &v) an act of gross negligence or willful misconduct of a +arty, or &vi) the insolvency, li>uidation or bankruptcy of a +arty. &d) !ffect of Termination. Gpon termination of this #greement, the #gent shall cease all marketing and promotion of, and the solicitation of purchase orders for, the +roducts and promptly return to the *ompany all demonstration units, promotional literature and other similar materials or effects which the *ompany may have furnished to the #gent in connection with its activities hereunder. Gpon any termination of this #greement, the *ompany shall not be liable to the #gent for loss of future commissions, goodwill, investments, advertising or promotional costs or like e"penses. 62. 8or0e Ma9e.re. !ither +arty shall be e"cused from any delay or failure in performance re>uired hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of ?od, acts of war, fire, insurrection, strikes, lock outs or other serious labor disputes, riots, earth>uakes, floods, e"plosions or other acts of nature. The obligations and rights of the +arty so e"cused shall be e"tended on a day to day basis for the time period e>ual to the period of such e"cusable interruption. ,hen such events have abated, the +arties8 respective obligations hereunder shall resume. 6n the event the interruption of the e"cused +arty8s obligations continues for a period in e"cess of $insert number in words% &$insert number%) calendar days, either +arty shall have the right to terminate this #greement upon $insert number in words% &$insert number%) calendar days8 prior written notice to the other +arty. 6!. Li#itation of Lia'i(it+. !"cept for violations of #rticle <, I or J, neither +arty shall be liable to the other +arty for any special, incidental, conse>uential, indirect or punitive damages &including loss of &anticipated) profits) arising in any way out of this #greement, however caused and on any theory of liability. 6%. In"e*en"ent Contra0tors.

6t is understood that both +arties hereto are independent contractors and engage in the operation of their own respective businesses. 1either +arty hereto is to be considered the agent of the other +arty for any purpose whatsoever and neither +arty has any authority to enter into any contract or assume any obligation for the other +arty or to make any warranty or representation on behalf of the other +arty. !ach +arty shall be fully responsible for its own employees, servants and agents, and the employees, servants and agents of one +arty shall not be deemed to be employees, servants and agents of the other +arty for any purpose whatsoever. 6). Non4/.'(i0it+. !ach of *ompany and #gent agree not to disclose the e"istence or contents of this #greement to any third party without the prior written consent of the other +arty e"cept4 &i) to its advisors, attorneys or auditors who have a need to know such information, &ii) as re>uired by law or court order, &iii) as re>uired in connection with the reorgani;ation of a +arty, or its merger into any other corporation, or the sale by a +arty of all or substantially all of its properties or assets, or &iv) as may be re>uired in connection with the enforcement of this #greement. 6,. Assign#ent. 1either +arty may without written approval of the other assign this #greement or transfer its interest or any part thereof under this #greement to any third party e"cept that a +arty may assign its rights or obligations to a third party in connection with the merger, reorgani;ation or ac>uisition of stock or assets affecting all or substantially all of the properties or assets of the assigning +arty. 61. In9.n0ti:e Re(ief. !ach of *ompany and #gent acknowledge that a violation of #rticle <, I or J would cause immediate and irreparable harm for which money damages would be inade>uate. Therefore, the harmed +arty will be entitled to injunctive relief for the other +arty8s breach of any of its obligations under the said #rticles without proof of actual damages and without the posting of bond or other security. /uch remedy shall not be deemed to be the e"clusive remedy for such violation, but shall be in addition to all other remedies available at law or in e>uity. 63. Go:erning La; an" Dis*.te Reso(.tion. This #greement shall be governed by and construed in accordance with the laws of $ insert name of country%, without giving effect to any choice of law or conflict of law provisions. The +arties consent to the $insert 'e"clusive( or 'non e"clusive(% jurisdiction and venue in the courts of $insert name of courts% in the city of $insert name of city%. 65. Genera(. This #greement constitutes the entire agreement of the +arties on the subject hereof and supersedes all prior understandings and instruments on such subject. 6n the event of any discrepancy between the provisions of the !"clusive #gency #greement and the provisions of !"hibit # or !"hibit 7, the terms and conditions of the !"clusive #gency #greement shall prevail. This #greement may not be modified other than by a written instrument e"ecuted by duly authori;ed representatives of the +arties. 27. S.r:i:a( of /ro:isions. The following provision of this #greement shall survive the termination of this #greement4 #rticles E &b), I, J, 55 &d), 5H and A= and all other provisions of this #greement that by their nature e"tend beyond the termination of this #greement. 61 ,6T1!// ,-!.!23, and intending to be legally bound, the +arties have duly e"ecuted this #greement by their authori;ed representatives as of the date first written above.

/igned for and on behalf of $insert name of *ompany% 7y4 1ame4 Title4

/igned for and on behalf of $insert name of #gent% 7y4 1ame4 Title4