销售代理协议模板英文SALES AGENCY AGREEMENTWord文档格式.docx

1、WHEREAS the Company wishes to retain Sales Agent to sell its Products （as hereinafter defined） and Sales Agent wishes to act as the Companys exclusive Sales Agent within the Territory. NOW THEREFORE, in consideration of the mutual covenants and provisions herein contained, and other good and valuabl

2、e consideration, the receipt and sufficiency of which is acknowledged by the parties hereto the parties agree as follows: 1.APPOINTMENT OF SALES AGENT Subject to the provisions of the Agreement, the Company hereby appoints Sales Agent and Sales Agent hereby accepts appointment as the Sales Agent for

3、 the products described in Exhibit A （hereinafter the “Products”） with exclusive responsibility for the geographical areas listed on Exhibit B （hereinafter the “Territory”）. Sales Agent shall have the right to solicit orders for Products only from persons and entities having their places of business

4、 within the Territory that agree to use the Products so ordered within the Territory. Sales agent shall be the exclusive agent for the Company for sale of Products in the Territory for the term of this Agreement. Except as specifically provided herein to the contrary, any sale of Products in the Ter

5、ritory shall be credited as sales made by Sales Agent and Sales Agent shall be entitled to the commission provided herein. 2.SALES AGENTS OBLIGATIONS In addition to any and all covenants, duties and obligations of Sales Agent set forth elsewhere in this Agreement, Sales Agent agrees:2.1. To use its

6、best efforts to promote the sale of the Products throughout the Territory;2.2. To use its best efforts to meet the sales quotas set forth on Exhibit D;2.3. To bear all costs and liabilities relating to the conduct of its business, including but not limited to the cost and expense of providing and ma

7、intaining its place of business, the wages of its employees, the payment of commissions or other compensation to its agents or independent contractors, and its expenses incurred for or in connection with its performance under or breach of this Agreement;2.4. To refrain from making any representation

8、s or warranties in respect of the Products, except: （i）those representations and warranties authorized in writing by the Company, in the form of brochures, memorandums, press releases, advertisements, specification sheets, or correspondences, and （ii）verbal technical assistance that Sales Agent rece

9、ived from the Company which was subsequently confirmed in writing by Sales Agent;* Confidential Treatment Requested 2.5. To promote the Products in strict adherence to （i）regulatory and professional requirements, and all applicable laws, rules, guidelines and regulations including, but not limited t

10、o, the Federal Food, Drug and Cosmetic Act of 1938, as amended, and the regulations promulgated thereunder （the “Act”）; and （ii）those portions of the Companys Code of Conduct that address interactions with healthcare professionals （available at http:/atec.client. （the “Code of Conduct”）, and to make

11、 such certifications in writing that may be reasonably requested by the Company as evidence of such compliance;2.6. That it has read and understands the Code of Conduct; and that it acknowledges that any violation of the Code of Conduct by it or any of its officers, employees or agents shall constit

12、ute a material breach of this Agreement;2.7. To render reasonable assistance to the Company, at the Companys request, in the defense of any and all Liabilities （as defined below）;2.8. To refrain from disparaging the Company and its subsidiaries or its Products, or from otherwise injuring the reputat

13、ion and good standing of the Company and its subsidiaries;2.9. To not, directly or indirectly, solicit any sale of the Products or establish any branch or distribution depot for the sale of the Products outside the Territory without the prior written approval of the Company;2.10. Take full responsib

14、ility for the actions of any Sales Agent Indemnitee （as defined below）;2.11. To assist the Company, on request, in ascertaining the credit standing of and in collecting receivables from any customer;2.12. To attend, at its own expense, all sales meetings, training sessions, seminars, trade shows and

15、 the like for which the Company reasonably requests attendance by Sales Agent;2.13. To immediately notify the Company prior to any physician, hospital or any other health care supplier or provider who is in a position to refer or recommend patients to the Company （a “Health Care Provider”） acquiring

16、 an equity interest in the Sales Agent, and upon such instance to provide in writing a listing, by percentage of equity interest owned, of all Health Care Providers that have an equity interest in the Sales Agent at the time of each disclosure. A breach of this Section2.13 shall constitute a materia

17、l breach of this Agreement;2.14. To deliver all Products using documented procedures for handling, storage, packing, preservation, and delivery of such Products;2 2.15. To promptly notify the Company in writing of the following:any serious regulatory action relating to the Products; （ii）any material

18、 complaints regarding the Products or the related instrumentation; or （iii）any adverse incidents that may be subject to FDAs （as hereinafter defined） Medical Device Reporting regulation;2.16. To comply with recalls or general corrective actions initiated by the Company. 3.ALPHATECS DUTIES AND OBLIGA

19、TIONS In order to assist Sales Agent in fostering the promotion and sale of the Companys Products, the Company agrees:3.1. To reasonably assist Sales Agent with, and provide to Sales Agent reasonable quantities of, advertising material, sales promotion aids, displays, catalogues, literature and conv

20、ention assistance;3.2. To provide Sales Agent with new Product information and reasonably assist Sales Agent in promotional activities;3.3. To provide Sales Agent with reasonable technical assistance, through sales seminars, meetings and training programs;3.4. To use commercially reasonable efforts

21、to make Products available to the Sales Agent to be used by customers. 4.QUOTATIONS, ORDERS AND PAYMENT BY CUSTOMERS 4.1. Sales Agent will make quotations in respect to the sales of the Products only in accordance with the Companys then current policies and procedures and on prices established by th

22、e Company and the Companys terms and conditions of sale, including the terms of payment specified by the Company. The Sales Agent will assist the Company in obtaining the appropriate documentation needed for customers （credit reports, sales tax exemptions, etc.）. 4.2. Sales orders generated by Sales

23、 Agent will be submitted directly to the Company by the customer and such sales orders shall be paid by Company if Sales Agent makes a sale and even if the Company unilaterally decides to reject the customer; provided that if the rejection of the customer occurs in accordance with this Agreement, th

24、e Company shall not be obligated to pay the Sales Agent for such sale. If Sales Agent receives any order for Products, it will promptly forward it to the Company. The Company will establish and promulgate the criteria for sales orders to be generated by Sales Agent and Sales Agent will use its best

25、efforts to secure sales orders that meet the Companys criteria. The Company will have the right at any time to reject any order in whole or in part for good cause. Good cause shall include the following:the sales order fails to meet the Companys criteria, （ii）the customer fails to meet the Companys

26、credit criteria, （iii）lack of Product availability due to no fault of the Company, or （iv）poor payment history by the customer. If the Company rejects a sales order generated by Sales Agent without good cause, then Company shall pay to Sales Agent full commission on such order. If the Company reason

27、ably rejects any sales order generated by Sales Agent, then Sales Agent 3 shall be notified and given the opportunity to inform its customer or potential customer of said rejection in an attempt to preserve Sales Agents business goodwill. On request of the Company, Sales Agent will not supply Produc

28、t to customers placed on credit hold until released by the Company. 4.3. The Company will bill the customer for the purchased Products. Sales Agent will not bill customers for the Product unless expressly requested to do so by the Company in writing. Payments against purchase orders are to be made d

29、irectly to the Company, without intervention by Sales Agent unless expressly requested in writing by the Company in each instance. If Sales Agent receives any payment from a customer, then Sales Agent will immediately forward the entire amount of such payment to the Company. 4.4. The Company will ha

30、ve the right, in its sole discretion, to issue credits, make discounts and allowances, and/or accept returns of the Products. Sales Agent in an effort to be competitive with the orthopedic market or to develop new customers will have the right to request the Company to issue credits, make discounts and allowances and/or accept returns of the Products. The Company shall use its sole discretion in determining whether to grant Sales Agents request. In the event