【正文】 而導(dǎo)致不能或暫時不能履行全部或部分協(xié)議義務(wù)的，不負責(zé)任： 自然災(zāi)害、政府采購或禁令以及其他任何雙方在簽約時不能預(yù)料、無法控制且不能避免和克服的事件。但受不可抗力影響的一方，應(yīng)盡快地將發(fā)生的事件通知對方，并附上證明材料。 第十六條 準(zhǔn)據(jù)法 本協(xié)議有關(guān)貿(mào)易條款應(yīng)按 INCOTERM90 解釋。本 協(xié)議的有效性、組成以及履行受中華人民共和國法律管轄。 第十七條 仲裁 對于因履行本合同發(fā)生的一切爭議，雙方應(yīng)友好協(xié)商解決，如協(xié)商無法解決爭議，則應(yīng)提交中國國際經(jīng)濟貿(mào)易仲裁委員會 (北京 )，依據(jù)其仲裁規(guī)則，仲裁費應(yīng)由敗訴一方承擔(dān)，仲裁委員會另有規(guī)定的除外。 本合同由雙方代表簽字后生效，一式兩份，雙方各執(zhí)一份。 A． B． 及 公司 代表 ________ 代表 ________ 英文文本 EXCLUSIVE AGENCY AGREEMENT This Agreement is made and entered into this _____ day of _____ ,19 by and between . a corporation duly anized and existing under the laws of Peoples Republic of China,with its principal place of business at ____ (hereinafter called Seller) and . a corporation duly organized and existing under the laws of ____,with its principal of business at ____(hereinafter called Agent). Whereby it is mutuly agreed as follows: Article 1. Appointment During the effective period of this Agreement. Seller hereby appoints Agent as its exclusive agent to solicit orders for products stipulated in Article 4 from customers in the territory stipulated in Article 3 and Agent accepts and assumes such appointment. Article 2. Agents Duty Agent shall strictly conform with any and all instructions gvien by Seller to Agent from time to time and shall not make any representation,warranty,promise,contract,agreement or do any other act binding Seller. Seller shall not be held responsible for any acts or failures to act by Agent in excess of or contrary to such instructions. Article 3. Territory The territory covered under this Agreement shall be expressly confined to ____(hereinafter called Territory) Aricle 4. Products The products covered under this Agreement shall be expressly conned to ____(hereinafter called products) Article 5. Exclusive Right In consideration of the exclusive right herein granted, Seller shall not,dicectly of indirectly,sell of export products to Territory through other channel than Agent and Agent shall not sell, distribute or promote the sale of any products petitive with of similar to Products in Territory and shall not solicit or accept orders for the prupose of selling Produets outside Terrtory. Seller shall refer to Agent any inpuiry or order for products Seller may receive from others in Territory during the effective period of this Agreement. Aritcle 6. Mimimum Transaction and Price In the event that during one year (12 months) during the effective period of this Agreement,aggregate payment received by Seller from customers on orders obtained by Agent under this Agreement amounts to less than _____, Seller shall have the right to terminat this Agreement amounts to less than _____,Seller shall have the right to terminate this Agreement by giving thirty (30) days written notice to Agent. The seller shall from time to time furnish the Agent with a statement of the minimum prices and the terms and conditions of sales at which the goo