【正文】 soon as possible to the Principal and until then hold them separately on deposit on the Principal39。s reasonable instructions and shall protect the Principal39。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 country. This involves however a number of special problems which should be dealt with in a separate contract. Consequently the problems of consignment of goods have not been considered in this model form. 5. Precautions for use of the model form Any model contract should, to the extent possible, be adapted to the circumstances of a specific case. Of course, in theory the best solution consists in drafting an individual contract based on existing model forms in order to take account of all the specific requirements of the parties. However, the parties are often not in a position to prepare a specific contract and prefer to have recourse to a readytouse balanced model form: in this case they will ask for a model which can be used as it stands, without any need to make modifications or additions. The present model is an attempt to achieve a balance between these two possibilities. The ICC has tried to work out a single solution on every issue. However, where this has not been possible (see . articles 8 and 18 and 21), alternatives have been suggested. Such alternative solutions have been presented sidebyside under the letters A and B, in order to point out that only one of them can apply. Therefore, before signing the contract, the parties must decide which of the alternative solutions they choose, and then cancel the alternative they do not want to apply. In any event, the model form provides that, if the parties do not make a choice by canceling one alternative, one of them will automatically apply according to article . and . of the model form.) There are also a number of points where 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。.), whenever this implies a special jurisdiction for disputes of this type. In these situations it is normally remended to contract with agents who are legal persons (see hereafter, 167。s place of business. Furthermore, in cases where no such legislation exists, it may be fair to grant the indemnity, particularly if this conforms with international trading practice in that particular business and/or area. As concerns the system of indemnification, the model form has incorporated the principles contained in article of the EEC directive, . the German system, which appears to be prevailing in the countries which recognize the indemnity. 6 This means that the indemnity system of the model form is not in strict pliance with the laws of the countries (like France) which follow the alternative solution set forth in article of the EEC directive. However, since the substance of the agent39。s country。 whilst it is certainly useful in order to create mon ground for the basic principles of agencies, it is insufficient to grant legal security in international transactions. Moreover, the directive provides for alternative solutions and leaves Member States free to maintain (or possibly adopt in the future) provisions which derogate to the directive in favor of the agent. Under these conditions the ICC believes there is a need for uniform contractual rules, which are, not based on any specific national law, but which incorporate the prevailing practice in international trade as well as the principles generally recognized by the domestic laws on agency. In preparing this model form, the working group has tried to find fair and balanced solutions to the main problems arising from an agency relationship, in accordance with prevailing legislative standards (and in particular those indicated in the EEC directive).