【文章內(nèi)容簡介】 here the parties must fill in their requirements: definition of the territory and the products, amount of mission, etc. All such points have been put in the annexes to this document, so that the parties can fill in and (where necessary) modify such annexes during the life of the contract, without making changes to the basic text of the contract. Before signing the contract the parties should (and must as far as Annex VI is concerned) fill in the Annexes and, if appropriate, delete the parts they do not need. In order to avoid misunderstandings the parties should, when signing the contract, put their initials on each page, in order to make sure which amendments they have agreed upon or which alternative solutions they have chosen. The Annexes have been construed throughout so that (except for Annex VI regarding mission) even when the parties do not fill in some points, a solution can be found within the contract. MODEL FORM OF INTERNATIONAL AGENCY CONTRACT (ICC COMMERCIAL AGENCY CONTRACT) Between________________________________________________________________whose registered office is at______________________(hereinafter called the Principal) and___________________________________________________________________whose registered office at__________________________(hereinafter called the Agent) IT IS AGREED AS FOLLOWS Art. 1 Territory and Products . The Principal appoints the Agent, who accepts, as his mercial agent to promote the sale of the products listed in Annex 1, 167。1 (hereinafter called the Products) in the territory defined in Annex 1, 167。2 (hereinafter called the Territory). . If the Principal decides to sell any other products in the Territory, he shall inform the Agent in order to discuss the possibility of including them within the Products defined under article . However, the above obligation to inform the Agent does not apply if, in consideration of the characteristics of the new products and the specialization of the Agent, it is unreasonable to expect that such products may be represented by the Agent (. products of a pletely different range). Art. 2 Good faith and fair dealing . In carrying out their obligations under this agreement the parties will act in accordance with good faith and fair dealing. . The provisions of this agreement, as well as any statements made by the parties in connection with this agency relationship, shall be interpreted in good faith. Art. 3 Agent39。s functions . The Agent agrees to use his best endeavours to promote the sale of the Products in the Territory in accordance with the Principal39。s reasonable instructions and shall protect the Principal39。s interests with the diligence of a responsible businessman. . The Agent shall not solicit orders from outside the Territory unless permitted to do so by the Principal. Where the Agent negotiates with customers in the Territory business which results in contracts of sale with customers established outside the Territory11, article . shall apply. . for goods to be sold to subsidiary established in another country: the agent is acting within his territory, hat the sale is made to a foreign customer, and the agent would have (in absence of article ) no right to mission. . Unless otherwise specifically agreed, the Agent has no authority to make contracts on behalf of, or in any way to bind the Principal towards third parties. He only solicits orders from customers for the Principal, who is free (save as set forth in article . hereafter) to accept or to reject them. The other alternative, . to give the agent the authority to conclude contracts on behalf of the principal has not been considered in the model form, since it is rather unmon in international trade. Of course, if the parties have special reasons for permitting the agent to make contracts on behalf of the principal, they can so provide in article . It should be noted that in certain cases the third party (customer) may rely on the apparent authority of the agent this means that, especially in legal systems where it is mon that the agent is authorized to act on behave of the principal, the exclusion of any such authority provided for in the contract between principal and agent (like art. . of this model form) does not necessarily bind a third party which had good reasons to rely on the apparent authority of the agent. It is, therefore, remended that the principal avoids any action which may give third parties the impression that the agent has representative powers, and that he informs, if necessary and possible, third parties that the agent has no authority to bind the principal. . When negotiating with customers, the Agent shall offer Products strictly in accordance with the terms and conditions of the contract of sale which the Principal has municated to him. This is to ensure that orders by the customers conform to the Principals terms and conditions (. prices, delivery terms, etc.): if this is not the case (because the agent has given incorrect information to the prospective customer) the principal will be in an embarrassing situation (at least from the mercial point of view) if the refuses the order. . The Agent is not entitled to receive payments on the Principal39。s behalf without prior written authorization from the Principal to that effect. When the Agent has been so authorized, he must transmit them as soon as possible to the Principal and until then hold them separately on deposit on the Principal39。s behalf. Art. 4 Acceptance of orders by the Principal . The Principal shall inform the Agent without undue delay of his acceptance or rejection of the orders transmitted by the latter. The Principal may accept or reject any individual order transmitted by the Agent at his own discretion. . The Principal may not however unreasonably reject the orders transmitted by the Agent. In particular, a repeated refusal of orders contrary to good faith (. if made for the only purpose of hindering the A