【導(dǎo)讀】本協(xié)議于_______________由________________有限公司，一個(gè)符合中華。投影系統(tǒng)這一動(dòng)畫制作軟件的銷售。但如由于新產(chǎn)品的特點(diǎn)和代理商的專業(yè)原因認(rèn)定代理商不可能代理該。雙方在履行本協(xié)議責(zé)任時(shí)，應(yīng)堅(jiān)持誠(chéng)信原則和公平交易。應(yīng)善意解釋本協(xié)議條款以及雙方作出的與本代理商關(guān)系相關(guān)的任何陳述。代理商將盡力在銷售領(lǐng)域內(nèi)按照制造商的合理要求推廣產(chǎn)品的銷售，并作為有責(zé)任心的商人，售領(lǐng)域內(nèi)的合同責(zé)任。的費(fèi)用應(yīng)根據(jù)雙方認(rèn)可的書面計(jì)劃書分?jǐn)?。但如一方未達(dá)到目標(biāo)，不應(yīng)視作違反合同，除非該方存在明。代理商同意向制造商提供產(chǎn)品的三個(gè)項(xiàng)目，擔(dān)保完成第一年十二個(gè)月的最低目標(biāo)。如自發(fā)貨日起十二個(gè)日歷月內(nèi)出現(xiàn)任何缺陷產(chǎn)品或不合格服務(wù)。代理商有權(quán)收取傭金，作為其在合同期內(nèi)向銷售領(lǐng)域客戶銷售產(chǎn)品的勞動(dòng)報(bào)酬。并有責(zé)任以合格的技術(shù)提供產(chǎn)品的售后服務(wù)，并自行承擔(dān)費(fèi)用。除銷售合同另行規(guī)定以外，制造商為培訓(xùn)代理商技

　　

【正文】 representative or received by the Principal from customers established in the Territory before the expiry or termination of this contract and which result in the conclusion of a contract of sale not more than six months after such expiration, shall entitle the representative. . 25. Article 25 Earlier termination Each party may terminate this contract with immediate effect, by notice giving in writing by means of munication ensuring evidence and date of receipt (. registered mail with return receipt, special courier, fax, in case of a substantial breach by the other party of the obligations arising out of the contract, or in case of exceptional circumstances justifying the earlier termination. Any failure by a party to carry out all or part of his obligations under the contract resulting in such detriment to the other party as to substantially deprive him of what he is entitled to expect under the contract, shall be considered as a substantial breach for the purpose of article ., above. Circumstances in which it would be unreasonable to require the terminating party to continue to be bound by this contract shall be considered as exceptional circumstances for the purpose of article , above. The parties hereby agree that the violation of the provisions under 5, of the present the contract is to be considered in principle, unless the contrary is proved, as a substantial breach of the contract. Moreover, any violation of the contractual obligations may be considered as a substantial breach, if such violation is repeated notwithstanding a request by the other party to fulfill the contract obligations. Furthermore, the parties agree that the following situations shall be considered as exceptional circumstances that justify the earlier termination by the other party bankruptcy, moratorium, receivership, liquidation or any kind of position between the debtor and the creditors, or any circumstances that are likely to affect substantially one part39。s ability to carry out his obligations under this contract. 26. Article 26 indemnity in case of termination The representative shall not be entitled to an indemnity for goodwill or similar pensation (39。goodwill Indemnity39。) in case of termination of the contract. This provision does not limit the representative right to claim damages for breach of contract as far as the termination by the Principal amounts to such a breach. 27. Article 27 Return of documents and sample Upon expiry of this agreement the representative shall return to the principal all advertising material and other documents and samples which have been supplied to him by the Principal and are in therepresentative 39。s possession. 28. Article 28 Arbitration Applicable law Any disputearising out of or in connection with the present contract shall be finally settled in accordance with the Rules of Conciliation a. d Arbitration of the International Chamber of Commerce in ………….. by one or more arbitrators designated in accordance to said Rules. This contract is governed by the laws of The …………. law. The arbitrators shall in any case consider such mandatory provisions of the law of the country where representative is established which would be applicable even if the parties submit the agreement to a foreign law. The arbitrators may take the above provisions into account to the extent they embody principles that are universally recognized and provided their application appears reasonable in the context of international trade and/or appear to be relevant for the enforcement of the arbitral award. 29. Article 29 Automatic inclusion under the present contract The annexes attached to this contract form an integral part of the agreement. Annexes or parts of annexes that have not been filled in will be effective only to the extent and under the conditions indicated in this contract. 30. Article 30 Previous agreements modification nullity This contract supersedes any other preceding agreement between the parties on the subject. No addition or modification to this contract shall be valid unless made in writing. However, a party may be precluded by his conduct from asserting the invalidity of additions or modifications not made in writing to the extent that the other party has relied on such conduct. The nullity of a particular clause of this contract shall not entail the nullity of the whole agreement, unless such clause is to be considered as substantial, .. if the clause is of such importance that the parties (or the party to the benefit of which such clause is made) would not have entered into the contract if it had known that the clause would not be valid. 31. Article 31 Prohibition of assignment The present contract cannot be assigned without prior written agreement between the both parties The Principal The Representative