Agency in foreign country. This agreement is made and entered into by and between _________, of _________, called the manufacturer, and _________, of _________, called the agent. Agent proposes to spend the greater part of his [her, its] time in the Far East and this agreement covers that portion of the Far East, called Japan, China, Federated Malay States, and East Indies. Manufacturer does appoint agent the sole exclusive representative for the sale of all goods and machinery manufactured and dealt in by manufacturer for the territory mentioned above. This agreement is to remain in force for a period of three years subject to the following provisions: If the business furnished by agent proves successful this agreement to be renewed for a further period of five years. If, however, the business does not prove successful at the end of one year from the date of signing this contract or at any time either party can terminate this agreement by giving one year's notice. Manufacturer will make quotations to agent at the regular price list and agent will receive a further discount from these quotations of _________ percent and _________ percent on all goods ordered by agent, or the agent's clients. In case an inquiry from the territory mentioned above shall come direct to manufacturer from persons not now customers of manufacturer, manufacturer shall have the right to quote prices direct to those customers, giving agent copy of inquiry and correspondence and manufacturer's answer, a copy of which correspondence will be mailed to agent on the same date that the inquiry is answered by manufacturer. As manufacturer already has certain customers in both China and Japan, and has also export houses in both London and New York who are purchasing their _________ machinery from manufacturer and shipping it into the territory referred to in this contract, it is not intended that this agreement shall in any way affect the relations now existing between manufacturer and those customers. Manufacturer agrees to compensate agent on any direct business with a commission of _________ percent on any sales made with the present customers of manufacturer above-mentioned, having branch offices either in New York, London or in the above-mentioned territory. When agent sells direct, he [she, it] agrees to give manufacturer proper shipping instructions and all orders shall be accompanied by either a part payment or substantial references, and when the machines are ready to ship, manufacturer's terms are sight draft attached to bill of lading, and an amount equal to the order must be deposited in some reliable bank so that manufacturer can receive its money when it turns over the proper papers. All quotations made by manufacturer on specific inquiries shall hold good for a period of six months. In case of any change in quotations, notice is to be given by registered mail, the date of which denotes the beginning of the change, except those sales as are partially consumed. Agent agrees not to sell any goods or machinery in the above-mentioned territory from other persons, that is manufactured by manufacturer in that line of machinery, and will advertise as agent of _________, and shall use due diligence in promoting the sale of manufacturer's machinery for all branches of the _________ industry.
Manufacturer agrees to at all times cooperate with agent under this agreement by lending the facilities of the organization whenever they can be utilized to advantage, and by furnishing catalogs, drawings, blueprints, specifications and general information concerning their machinery, as also cuts and other advertising matter which may prove of value to agent for the advertising of manufacturer's machinery in the territory. Manufacturer guarantees that the material and labor entering into any machinery sold to agent shall be first class in every respect and free from inherent defects and shall efficiently do the work for which it is intended as advertised by manufacturer.