中国经销合同 Model of CHINA AGENCY CONTRACT used when a foreign company appoints an Agent to promote and sell its products in China.

1. CHINA AGENCY CONTRACT
中国代理合同
Main Clauses
Applicable Law and Arbitration
Model Contract (English-Chinese)

2. CHINA AGENCY CONTRACT 中国代理合同
1. Introduction
2. Main clauses
3. Law and Jurisdiction
4. Arbitration
5. Language
6. Model Contract (English-Chinese)
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3. The Agency Contract is used when a company appoints an
Agent to promote and sell its products in China. Unlike a
supplier-distributor relationship, a Chinese Agency Contract
creates a specific legal relationship between principal and
agent. This relationship is governed by chapter 21 of the
People’s Republic of China Contract Law adopted on
March 15, 1999.
This contract must only be used when there is a continuous
relationship between the company and its Agent in China.
If dealing with sporadic operations in which Chinese
professionals with contacts in certain sectors or areas of
China are used as intermediaries, then it is preferable to use
the Commission Contract.
1. INTRODUCTION
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4. Some of the most important clauses in the China Agency Contract are as follows:
2. MAIN CLAUSES
See sample China Agency Contract
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1. PRODUCTS AND TERRITORY
产品和区域
2. FUNCTIONS OF THE AGENT
代理商的作用
达到最低销售目标的义务
3. EXCLUSIVITY
排他权
4. COMMITMENT NOT TO COMPETE
竞业禁止承诺
5. CONFIDENTIALITY
保密协议
6. PROHIBITION OF OTHER TERRITORIES
区域外的禁止性条款
7. THE AGENT’S COMMISSION
代理商的佣金
8. CALCULATING COMMISSION
佣金的计算
9. DATE OF PAYMENT OF COMMISSION
佣金支付日期
10. TRANSACTIONS WITH
ENTITLEMENT TO COMMISSION
交易所得佣金
11. MARGIN OF NEGOTIATION AND
DISCOUNTS
谈判边界和折扣
12. COMPENSATION FOR TERMINATION
终止合同的赔偿

5. In accordance with Chinese Laws (PRC Civil Law), the Parties are
allowed to choose the law and jurisdiction they wish to apply in contracts
with foreign companies.
Nevertheless, in commercial practices Chinese companies refuse to sign
contracts in which matters of litigation are not referred to the Courts or
Arbitration Commissions of China. The questions of which procedure
to choose will depend particularly on the power and influence of the
Chinese Party and the prestige of the Court proposed by the Chinese
company; as a general rule, it will be preferable to choose the alternative
of Arbitration rather than the Court.
3. LAW AND JURISDICTION
See sample China Agency Contract

6. In contracts subject to Arbitration in China, it is advisable to act as follows:
• Choose one of the Arbitration Commissions with most prestige and
international experience: CIETAC (China International and Economic Trade
Arbitration Commission) or BAC (Beijing Arbitration Commission). Chinese
companies will not oppose at this point.
• Regardless of where the central office of the Chinese company is located, it is
preferable for the Arbitration to take place in Beijing or Shanghai, the two cities
with most experience and the best arbitrators.
• The arbitration will be carried out in the English language. It is important to
take into account that if no language is specified in the contract, the arbitration
will be in Chinese. At this point, Chinese companies would be expected to object
strongly, and might even use it as grounds for not signing the contract.
4. ARBITRATION
See sample China Agency Contract

7. 5. LANGUAGE
In China, contracts are usually drawn up either in English or in a dual
English-Chinese version. It is not common to sign contracts in other
languages such as Spanish, French or German. For the version in Chinese,
simplified Mandarin Chinese shall be used.
It is advisable to use the dual English-Chinese version as this will make it
easier to negotiate the contract, and also help compliance with obligations
and an amicable settlement in the event of conflict.
However, when using the English-Chinese dual version, the Chinese
company would try to insist that the Chinese version prevails in the event
of conflict.
See sample China Agency Contract

8. 6. MODEL CONTRACT (ENGLISH-CHINESE)
In order to obtain the Agency Contract for China, in
bilingual version (English and Chinese), click on:
China Agency Contract
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