REPRESENTATIVE AGENCY AGREEMENT
AIR INDIA CHARTERS LIMITED
This REPRESENTATIVE AGENCY AGREEMENT (hereinafter referred to as
“Agreement) for the appointment of the Representative Agent is made at Mumbai
this …the day of ………in the year 2012.
AIR INDIA CHARTERS LTD., a company constituted under the (Indian) Companies Act
1956, with its registered office at 21st Floor, Air India Building, Nariman Point, Mumbai
400 021, India (hereinafter referred to as “Principal;”, which expression shall include
its successors and assignees);
XYZ AGENCY, a company established under the laws of ABC COUNTRY , with its
registered office at ----------------------------------------- (hereinafter referred to as the
“Agent””, which expression shall include its successors and assignees)
A) The business conducted by the Principal is the operation of the airline Air India
Express, for the carriage of passenger and cargo on international routes;
B) The Principal is desirous of appointing a Representative Agent for the sale of
passenger transportation for the territory of Saudi Arabia.
C) The Agent has vide its letter dated _____ represented to the Principal that it has
adequate infrastructure and manpower in handling air passenger services and
thereby offers its services for the same.
D) Relying on the representation made by the Agent as stated above, the Principal
has agreed to grant the Agent the exclusive right to represent the Principal
under the terms and conditions hereinafter contained.
NOW THEREFORE, IN CONSIDERATION OF THE RESPECTIVE COVENANTS, TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT, THE PARTIES WITH THE
INTENT TO BE LEGALLY BOUND, HEREBY AGREE AS FOLLOWS:
1. AGENTS’S APPOINTMENT AND EFFECTIVE DATE
(a) The Principal hereby appoints the Agent as the exclusive representative of the
Principal for the sale of passenger transportation for the territory of Saudi
Arabia (hereinafter referred to as “the said territory/Territory of appointment”)
on the terms and conditions contained in this Agreement.
(b) This agreement shall unless earlier terminated, be valid for a period of three
months from the ‘effective date’, provided, however the Principal shall give to
the Representative Agent at least 30 days notice in writing of its intention not to
so continue the Agreement. It is hereby clarified and agreed that the
Representative Agent shall not be entitled to any form of compensation on
(c) Schedule ‘A’ and ‘B’ to this Agreement shall come into force on the Effective Date
of this Agreement.
2. AGENTS’S AUTHORITY AND THE TERRITORY COVERED
(a) The authority of the Agent to represent the Principal shall be specifically limited
to the authority expressly granted by this Agreement.
(b) The authority of the Agent to represent the Principal granted by this Agreement
is limited to the territory of ABC COUNTRY. The said territory may be changed
depending upon business exigencies, by issuing a 60 (sixty) days notice in
writing to the Agent.
(c) Subject to the provisions of this Agreement, the Agent shall represent the
Principal in the sale of passenger transportation services carried out by the
(d) If the Agent has in the Territory of Appointment, interest in the ownership
management or profits of an IATA registered consolidator or an IATA approved
passenger agent or if any interest in the ownership management or profits of the Agent
is held by an IATA registered consolidator or an IATA approved passenger agent, the
Agent shall disclose the nature and extent of such interest to the Principal. An existing or
subsequently established branch office of the Agent within the said territory shall be
subject to all the terms and the conditions of this Agreement
3. APPOINTMENT OF OTHER AGENTS AND REPRESENTATIVES
(a) The Principal reserves the right to maintain any of its own representatives in the
The Principal’s representative in the said territory may advise and assist the
Agent in carrying out the duties it has undertaken on behalf of the Principal and
may, by instructions in writing, give reasonable directions within the scope of
obligations which the Agent has undertaken in connection with such duties. The
Representative(s) may include the General Manager, Airport Manager, Area
Sales Manager, Customer Relations Manager, or any other Manager as appointed
by the Principal, but only the Manager who has the Principal’s Power of Attorney
has the authority to so limit or restrict the Agent’s obligations.
4. AGENCY DESIGNATION / INTELLECTUAL PROPERTY
(a) The Agent may represent itself on letterheads, advertising, telephone listings
and classifications and office signs.
(b) The trade word mark(s), logo(s) or any other commercial inscription(s)
including those as used by the Principal may be amended or added, while
carrying on business in the said territory, but shall remain the absolute property
of the Principal. The Agent shall only on the express consent of the Principal use
such trade word mark(s), logo(s) and such other inscription(s) belonging to the
(c) The Agent shall cease to use the trade word mark(s), logo(s) or other
inscription(s) belonging to the Principal on the termination of the Agreement.
(d) The Agent shall render all necessary assistance to the Principal, to register the
trade word mark(s), logo(s) and such other inscription(s) belonging to the
Principal in the said territory in its capacity as the nominee of the Principal, and
shall not have any right or make any claim over the same, not only on ceasing to
be the Agent of the Principal but at any point of time, except as at (b) above.
5. TRANSFER, ASSIGNMENT, CHANGE OF NAME OR ADDRESS
(a) The Agent shall not assign, transfer, underlet or part with the whole or any part
of the representation hereby created or the right to any remuneration,
commission or portion thereof due or payable hereunder, except as provided in
Clause 12 herein or otherwise specifically authorized in writing by the Principal.
(b) The Agent agrees not to assign, transfer or delegate its rights and obligations
covered by this Agreement to any Company, organization or other person
without the consent in writing of the Principal. Even if the Agent assigns,
transfers or delegates his rights and obligations under this Agreement to
another party after obtaining the consent in writing of the Principal, the Agent
shall continue to be responsible to the Principal for the actions of the party to
whom the rights and obligations have been assigned, transferred or delegated.
(c) Any transfer or transfers, in all amounting to more than 51% (fifty-one percent)
of the present share/share holding of the Agent or of the controlling interest of
the Agent, during the subsistence of this Agreement (including any renewal
thereof) excluding transfers occasioned by the death of a shareholder or by a
shareholder to his spouse, son, daughter or brother, shall be deemed to be an
assignment for the purpose of this Clause.
(d) The Agent shall advise the Principal in writing of any change to its trading name
and/or the address of its principal place of business during the continuation of
(e) No action contrary to Law: Nothing contained herein shall require the Agent to
take any action contrary to law.
(f) Prohibited Dealings: In matters arising out of this Agreement, the Agent shall
not give credit to or deal with any person, firm or company to who the Principal
shall, from time to time, instruct it not to give credit or to deal.
6. DUTIES OF THE AGENT
(1) The Agent shall and does hereby undertake at his own cost and expense to
represent the Principal in the said territory for the purpose of:
(a) Enhancing the reputation, business interests and goodwill of the Principal in its
relations with the Government, official and unofficial bodies, the press and the
general public and providing all assistance to support the Principal in all matters
pertaining to any Government Department or Authority including Aeronautical
Authorities. The Agent would provide assistance to Principal in obtaining better
rates for airport charges, ground handling, supply of fuel, catering supplies, etc.
as may be required by the Principal
(b) After consultation with the Principal, representing and negotiating with the
appropriate authorities all matters relating to the tariffs of the Principal, and
providing and/or assisting in the obtaining of data concerning local laws,
regulations, taxes and other information of like nature required by the Principal.
(c) Soliciting, promoting and selling transportation on the Principal’s services in the
said territory and issuing electronic tickets, and other necessary documents for
(d) Servicing and supervising the performance of other Sales Agents in the said
territory or agents whom, the Principal may direct the Agent in mutual
consultation to appoint on its behalf, in accordance with its practice and
procedure in the said territory, or with whom the Principal may effect sales
agency agreement during the term thereof, supervision which shall include but
shall not be limited to the following:
i) endeavouring to create and stimulate the sale of air transportation
offered by the Principal through such Sales Agents in the said territory;
ii) handling all collection and remittances from Sales Agents, in accordance
with procedures as the parties hereto shall from time to time agree, and
remitting in full (subject to any deduction permitted under Clause 13(a)
below) to the Principal or such other person(s) as the Principal may
direct, such amounts as it shall have collected;
iii) subject to the provisions in Clause 12(e) and 18(c) below, standing
guarantee to the full extent for sums due to the Principal from any Sales
Agent appointed by the Agent, as also for all sums due to the Principal
from any other person or party to whom the Agent may have extended
credit; and appointed by the Agent in accordance with the direction of
iv) distributing the Principal’s timetables, tariffs, publicity, promotional
material to Sales Agents and the general public in the said territory.
e) Making promotional sales visits to Sales Agents, other offices and individuals at
f) Compiling and dispatching such statistics, returns and reports as may
reasonably be required by the Principal.
g) Providing and maintaining an Administrative Office, suitable in the opinion of
the Principal, at the place of business of the Agent, to be used exclusively for the
transaction of the business of the Principal.
h) Observing all reasonable directions and instructions given to it by the Principal
relating to the sale of air transportation hereunder.
i) Providing passenger reservations facilities to Sales Agents and the general public
in the said territory.
j) Providing other ancillary services as reasonably compatible with the functions of
a Representative Agent.
k) Complying with the local laws of the said territory and all other applicable laws,
industry regulations and practice.
(l) The Agent shall also:-
(a) Provide a dedicated budget for the purpose of sales promotion, publicity
and public relations. The same will be spent in consultation and association with
the local Managers of the Principal.
(b) Undertake special publicity and /or advertising campaigns in
consultation with by Principal. The cost of any such campaigns to be budgeted
and paid for as mutually agreed between the parties.
(m) The Agent will assist and represent the Principal in all legal matters that are
arising in the Territory of Appointment, in the matters relating to the Passenger
complaints / Business related / other issues involving court cases, consumer
courts, etc. Any such award, order or final judgment made by a Competent Court
of the territory shall be complied with and/or met by the Principal.
(n) The Agent will assist the Principal in changing the office set up, procedures,
signage and any other related matters in compliance with the ‘Star Alliance’
requirements, as and when Air India Express joins ‘Star Alliance’ without any
extra cost to the Principal.
(o) Warranty: The Agent shall not give any warranty in the name of the Principal
except where the same shall have been authorized by the Principal.
(p) Legal Proceedings: The Agent shall not take legal proceedings in the name of the
Principal without the consent in writing of the Principal nor shall it without such
consent defend, settle, release, or discontinue any action or other legal
proceedings or otherwise prejudicially affect the interests of the Principal.
(2) Without prejudice to the generality of 6(1) above, the Agent shall at its own cost
and expense provide the services enumerated in Schedule ‘B’ attached hereto.
7. SALE OF TRANSPORTATION, COMPLIANCE WITH TARIFFS, RULES,
REGULATIONS AND INSTRUCTIONS
(a) All transportation sold by the Agent under the provisions of this Agreement shall
be sold subject to the applicable Conditions of Carriage of the carriers concerned
and to the tariffs rules, regulations and instructions governing the sale and use of
such transportation in force from time to time as published in the Principal’s
tariffs, timetables, notices and other means. The Agent shall transmit to the
Principal such specific instructions, requests or particulars in connection with
each client as may be proper to enable the Principal to render efficient service to
(b) No Passenger ticket shall be sold at a rate other than that fixed by Principal
either directly or indirectly by the Agent nor shall the Agent sell or issue tickets,
exchange voucher / order or any forms, or documents covering air passenger
transportation offered by Principal which has not been authorized by the
(c) Tickets issued under market arrangements shall be issued as per the guidelines
advised under the marketing arrangements.
(d) The Agent shall request reservations only in accordance with the applicable
tariffs and other instructions provided from time to time by the Principal and
only when the Agent has received a request to do so from a client, and if so
required by the Principal, only when a deposit therefore in a proper amount has
been paid to the Agent by the client. The Agent shall secure confirmation from
the Principal that a definitive reservation has been made before issuance to the
client of a document for any particular flight(s).
(e) No sale of transportation shall be deemed to have been made unless and until
space has been reserved by the Principal
(f) The Agent shall make only such representations as to the Principal, aircraft or
route by which the passenger is to be transported or as to any service to be
furnished by the Principal as are hereunder authorized or may hereafter be
authorized by the Principal.
(g) Advice to passengers concerning Passport, Health, Currency, Immigration and
other regulations in force in countries to and through which they are to travel
and ensuring as far as practicable that such regulations are observed by all such
(h) Instructions and Standards: The Agent shall at all times comply with the
reasonable directions and instructions given to it by the Principal or its
authorized local representatives concerning the services to be provided under
the terms hereof and shall ensure that all its staff concerned shall be at all times
familiar with all such directions and instructions as may be amended from time
to time. In providing the services required herein, the Agent shall observe and
comply with all applicable laws and regulations and generally shall carry out its
duties hereunder with all due efficiency and dispatch and to the standards
required by the Principal.
(i) This Agreement shall be subject to, and the Parties agrees to observe, all
Government laws and regulations applicable to the sale of air transportation or
any other acts performed by the Agent under this Agreement in the said
(a) Principal shall not pay for telegraphic communications or telephone, fax, email &
internet charges incurred by the Agent at the Administrative Office, for any
(b) Subject to sub-clause 8(c) below, local communication costs incurred with
respect to reservations, ticketing and sales from the office(s) of the Agent within
the said territory shall be borne exclusively by the Agent. .
(c) The Agent shall ensure provision of adequate PCs and inkjet/laser printers with
high-speed Internet connection at its cost to enable reservations and internet
sales of the Principal.
9. PROMOTIONAL, ADVERTISING & PUBLICITY EXPENDITURE
(a) The Principal shall not be liable for any promotional expenses incurred by the
Agent unless the Agent has obtained prior authorization in writing from the
Principal to incur such expenses on the Principal’s behalf.
(b) The Agent shall print and make known the services of the Principal in every way
reasonably practicable. The Agent shall display in its offices time-tables, posters,
booklets, circulars and other publicity material supplied by the Principal to the
Agent, and such material of a permanent valuable character and so designed by
the Principal shall remain property of the Principal.
(c) Except as provided for in Clause 4(a), all advertising matter issued by and at the
expense of the Agent in which a reference is made to the Principal must be
approved by the Principal.
The Agent shall not, without the prior consent in writing of the Principal, make
or authorize any endorsement of any passenger documents in favour of any
other carrier or transport undertaking. The Agent shall indemnify the Principal
to the extent of the financial loss caused to the Principal as a result of any such
The Agent shall make refunds only on the instructions of the Principal and
against the receipt of the person authorized to receive the refund in accordance
with the Conditions of Carriage of the Principal and the tariffs, rules, regulations
and instructions issued by the Principal.
(a) Subject to the terms and conditions of this Agreement, the Principal shall pay or
allow to the Agent the remuneration as set forth in Schedule ‘A’ attached hereto
and made a part hereof. Such remuneration shall be accepted by the Agent as full
compensation for its services rendered to the Principal hereunder.
(b) In the case of air transportation in respect of which the Principal for any reason
may make or allow a refund of the whole or part of the fare, no overriding
commission shall be payable to the Agent and the Agent shall reimburse the
Principal with any overriding commission which shall in fact have been paid on
such sales of transportation. However, the transaction fee paid to the Agent shall
not be reimbursed to the Principal. No commission shall be paid if the document
of carriage is issued in violation of any provision of this Agreement.
(c) Overriding commission shall be assessed only on the basic fare and shall exclude
any supplementary charges such as insurance, taxes, surcharges, transaction fee,
special services requirement charges, cancellation and rescheduling charges,
excess baggage charges, valuation charges, etc.
(d) The overriding commission will be calculated on the basic fare of the actual
flown sales of passengers/revenue defined in Schedule ‘A’, only on the sectors
operated by the Principal, for which credit notes will be furnished for every
month before the end of the following month by the Principal.
(e) As a condition for the Principal making payment of overriding commission to the
Agent, the Agent shall, as stated in Clause 6(1)(d)(iii) above and subject to
Clause 18(c) below, stand guarantee for any and all sums due to the Principal
from any Sales Agents appointed by the Agent in the said territory.
13. ADVANCE DEPOSITS FOR SALES
(a) Agent shall provide an advance deposit with the Principal towards sales made by
the Agent and Sales Agents to whom the Agent may have extended credit..
Principal shall post credit of the amount equivalent to the amount deposited.
This updated amount shall be depleted by gross sale value for basic fare, taxes,
rescheduling fees, and cost of other chargeable services except transaction fees
for all the sales and rescheduling transactions and incremented by value of
refund processed on the system by the Agent and it’s agents. The agent will need
to periodically replenish this deposit account to ensure sufficient credit is
available for the Agent and its sub-agents to issue tickets against.
(b) The Agent shall be entitled only to transaction fees and the remuneration
allowed to the Agent by the Principal pursuant to Clause 12(a) above and in
accordance with the terms of Schedule ‘A’ attached hereto.
All records of the Agent, such as books, vouchers, transport documents,
exchange orders, reservation information relating to the sale of air
transportation offered by the Principal shall be open to inspection by the
Principal’s designated representative, subject to reasonable prior notice. The
Agent shall furnish to the duly authorized representative of the Principal
adequate opportunity to interview and obtain information and records from any
officer or employee of the Agent whom such representative has reason to believe
is or might be in possession of information relative to a complaint or other
matter under investigation by such representative.
15. ISSUANCE OF TICKETS
The Agent shall not in any manner vary or modify the terms and conditions set
forth in any documents or instructions of Principal.
(a) The Principal hereby agrees to indemnify and hold harmless the Agent, its
officers, agents, employees and servants from all responsibility and liability for
any injury, damage, expense, fines or loss sustained by any person or to
property; including costs, charges and expenses relating thereto, caused by or
arising from any violation of this Agreement or any negligent act, omission,
willful misconduct or misrepresentation of the Principal, its officers, agents,
employees and servants, and related to any transportation sold by the Agent
pursuant to this Agreement.
(b) Without prejudice to the other provisions herein contained requiring the Agent
to indemnify the Principal, and to the other provisions contained herein
imposing any legal obligation on the Agent, the Agent hereby agrees to
indemnify and hold harmless the Principal, its officers, agents, employees and
servants, from all responsibility and liability for any injury, damage, expense,
fines or loss sustained by any person or to property, including costs, charges and
expenses relating thereto, caused by or arising from any violation of this
Agreement or any negligent act, omission, willful misconduct or
misrepresentation of the Agent, its officers, agents, employees and servants, and
related to any transportation sold by the Agent pursuant to this Agreement.
(c) The Agent will be solely responsible for the payment due to the Principal, of
monies in respect of the sales of passenger transportation in the said territory,
whether sold by the Agent or Sales Agents in the said territory to whom credit
may have been extended by the Agent.
(d) The Principal shall always retain the right to add / increase / curtail/ reduce the
frequencies, the number of seats and / or to bring change in the type of aircraft
and the Agent acknowledges that it shall have no right or cause of action on
account of this.
(e) It is expressly understood and agreed by and between the Principal and the
Agent that Air India Charters Limited is entering into this agreement solely on its
own behalf and not on behalf of any other person or entity. In particular, it is
expressly understood and agreed that the Government of India is not a party to
this agreement and has no liabilities, obligations or rights thereunder. It is
expressly understood and agreed that Air India Charters Limited is an
independent entity with power and authority to enter into contracts solely in its
own behalf under the applicable Laws of India and General Principles of Contract
Law. The Agent expressly agrees, acknowledges and understands that Air India
Charters Ltd. is not an agent, representative or delegate of the Government of
India. It is further understood and agreed that the Government of India is not
and shall not be liable for any acts, omissions or commissions, breaches or other
wrongs arising out of the contract
17. REPRESENTATION & WARRANTIES
(i) Both Parties represent that:
A. they are duly incorporated and validly existing under the laws of its
respective jurisdiction and have all necessary corporate power, authority
and capacity to enter into this Agreement and to undertake the obligations
B. That the execution of this Agreement has been duly authorized and
constitutes a valid and legally binding obligation on the Parties and is
enforceable in accordance with its terms (except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally) and the performance
hereof does not:
1. Violate any provision of the organization or governance documents
of the party.
2. Conflict with or result in any material breach or violation of any of
the terms and conditions of, or constitute or (with notice or lapse of
time or both) will constitute default under, any provision of any
agreement or other instrument to which the Party may be bound.
3. Violate any order, judgment or decree against, or binding upon the
Party or upon its respective, properties or businesses; or
4. Violate any Applicable Laws
C. That there are no legal proceedings, including appeals and applications for
review, in progress, pending against or relating to the Party or its Affiliates
or any of the assets or properties of the Party that could materially
adversely affect its ability to perform its obligations under this Agreement.
(ii) The Agent shall inform the Principal immediately about any infringement or
threatened infringement of such trade trade word mark(s), logo(s) or any other
commercial inscription(s) belonging to the Principal and shall extend the best
possible cooperation to stop the same.
(iii) The Agent hereby represents that he shall not act directly or indirectly as a
Representative Agent in the Territory of Appointment for sale of passenger and
cargo transportation for any other airline which operates an air service directly
or indirectly in competition with the Principal without first having obtained the
consent in writing of the Principal. In the event, the Agent accepts appointment
as Representative Agent /Marketing Sales Agent of a competitor airline without
the consent of the Principal, the Principal shall have the right to forthwith
terminate this Agreement with immediate effect without any
(iv) All transactions between the Principal and the Agent shall be on a principal-to-
18. SUBSTANTIAL PERFORMANCE OF THIS AGREEMENT
In the event that substantial performance of this Agreement is made impossible
by reason of any action or order or resolution of any air transportation body or
organization of which either the Agent or the Principal is a member, this
Agreement shall stand terminated forthwith, and neither party shall be entitled
to damages or costs but without prejudice to liabilities and obligations accrued
Representative Agent will be advised the Sales target to be achieved from time to
time by Principal, in writing and performance will be reviewed periodically. The
achievement of set sales targets and performance in the Territory of
Appointment will be reckoned, for continuing the services as Representative
Agent for the Principal.
TERMINATION OR SUSPENSION
(i) If the Representative Agent shall at any time default in observing
and performing any of the provisions of this Agreement or there
shall be a transfer of 51% of the present share holding of the
Representative Agent or of the controlling interest of the
Representative Agent as contemplated in the article 17 sub clause
(iii), or the Representative Agent shall become bankrupt or make
any assignment for the benefit of or enter into any agreement or
composition with its creditors or go into liquidation or suffer due
to any of its goods being taken in the execution or if it ceases to be
in business as an agent for sale of air passenger transportation,
this Agreement may at the sole discretion of Principal be
terminated or its operation suspended forthwith and for such
period as Principal may decide. Principal may without prejudice to
any of its right under this Agreement take possession of any
documents and property belonging to Principal.
(ii) If the Representative Agent shall at any time default in observing
or performing any of the provisions of this Agreement and shall fail
to remedy such defaults within 30 days of receiving notice from
the Principal in this regard, the Principal shall be entitled to
terminate this agreement forthwith on expiry of the 30 days.
(iii) If the Representative Agent defaults in making payment as per
schedule within a period of one year, the Principal shall be entitled
to terminate this agreement forthwith.
(iv) This Agreement may be terminated or suspended between
Representative Agent and Principal at any time by 30 days notice
in writing from either side. Such notice shall take effect
immediately upon its receipt or as otherwise provided herein
subject to the fulfillment by each of all the obligations accrued
prior to the receipt of such notice. Upon suspension or termination
of Agreement, all unused documents of Principal shall immediately
be returned by Representative Agent to Principal together with all
moneys due and payable to Principal hereunder and a complete
and satisfactory accounting shall be rendered.
(v) In the event that substantial performance of this Agreement is
rendered impossible by reason of any action, order or reservation
of any air transportation body or organization of which either the
Representative Agent or the Principal is a member or by an act of
God (Force Majeure), this Agreement shall stand terminated
forthwith and either party shall not be entitled to any damages,
compensation or costs, but without prejudice to the liabilities
/obligations incurred prior thereto.
The parties hereto shall take all practical measures to ensure that information
concerning each other’s business, results and/or activities are not revealed to
any third party/parties.
The provisions of this Agreement shall be severable and the invalidity of any
provisions shall not affect other provisions of the Agreement, which shall remain
binding and effective.
Captions are inserted in this Agreement for purpose of reference and
convenience and in no way define or limit the scope of this Agreement.
All notices to the respective parties hereunder if not personally delivered shall
be sufficient if sent by fax, followed by a registered/couriered letter, addressed
in the case of notices to the Principal, to:
Air India Charters Ltd.
21st Floor, Air India Building, Nariman Point, Mumbai 400 021, India
Tel. No. +91-22-22796496
Fax No. +91-22-22825767
and in the case of notices to the Agent, to :
XYZ AGENCY, ABC COUNTRY
Such fax/email messages if followed by a registered/couriered letter as
aforesaid, shall be deemed to be effective from the date of receipt of the
25. APPLICABLE LAW AND DISPUTE RESOLUTION
(a) This Agreement shall be governed and construed in accordance with the laws
applicable in India.
(b) Any dispute, violation, controversy, contest or claim(s) arising out of or relating
to this Agreement or the breach, termination or validity thereof shall be resolved
amicably in the first instance within 60 days of occurrence of such dispute(s). All
unresolved disputes or differences after the aforesaid date shall be settled by
arbitration in accordance with the Arbitration and Conciliation Act, 1996, or any
statutory modification or re-enactment thereof for the time being in force and
the award made in pursuance thereof shall be final and binding upon the Parties.
(c) Arbitration shall be referred to a sole Arbitrator to be mutually appointed by the
Parties to this Agreement.
(d) All proceedings in such Arbitration shall be conducted in English. The
Arbitration shall take place in Mumbai, India.
26. MODIFICATIONS / AMENDMENTS: Modifications of, or additions to this Agreement
must be accepted in writing by the responsible official of both parties and shall,
thereafter, be attached to this Agreement as ‘Amendments’.
27. OTHER AGREEMENTS / AMENDMENTS SUPERSEDED: This Agreement shall
supersede any and all prior Representative Agency Agreement and its amendments,
schedules, MOUs, side letters, if any, between the Parties hereto concerning the sale of
air transportation offered by the Principal, under this Agreement except with respect to
such rights and liabilities as may otherwise exist at the date hereof.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed in their respective names and the signatures of their duly authorized
Officers or Officials hereto affixed in Mumbai on the …. day of ………. 2012.
Signed for and on behalf of Signed for and on behalf of
AIR INDIA CHARTERS LTD. XYZ AGENCY
Name:Ms. Aditi Khandekar Name:
Designation: Company Secretary Designation:
Attached to and forming part of the Representative Agency Agreement dated[___] 2012
Between AIR INDIA CHARTERS LTD.,
PAYMENT OF COMMISSION
1. For all sales of passenger transportation involving carriage on the services of the
Principal effected in the said territory by the Agent or any Sales Agent with
whom the Principal may have a sales agency agreement, the Principal shall pay
the Agent a commission of ___________________% of the basic fare assessed and
computed under Clause 12(c) and 12 (d) respectively for all passengers as
indicated in this paragraph.
2. This Schedule ‘A’ shall come into force on the Effective Date of the main
Representative Agency Agreement.
Signed for and on behalf of Signed for and on behalf of
AIR INDIA CHARTERS LTD. ABC AGENCY
Name: Ms.Aditi Khandekar Name:
Company Secretary Designation:
Attached to and forming part of the Representative Agency Agreement dated [___] 2012
Between AIR INDIA CHARTERS LTD.,
SUMMARY OF FACILITIES AND SERVICES
The Representative Agent will provide facilities and services to the Principal as per para
A, B, and C of the Schedule ‘B’ of the Representative Agency Agreement signed
between Air India Limited and M/s ABC Ltd
Signed for and on behalf of Signed for and on behalf of
AIR INDIA CHARTERS LTD. ABC AGENCY
Name: Ms.Aditi Khandekar Name:
Company Secretary Designation: