“**SALES AGENCY AGREEMENT** **THIS AGREEMENT** is made on this ______ day of ________, 20___, by and between: **_______________________**, (hereinafter referred to as the “”Principal””), a company incorporated under the laws of India, having its registered office at _______________________, and **_______________________**, (hereinafter referred to as the “”Agent””), a company incorporated under the laws of India, having its registered office at _______________________. **1. DEFINITIONS** 1.1 “”Agreement”” refers to this Sales Agency Agreement, including all attachments, schedules, and exhibits hereto. 1.2 “”Products”” refer to the products listed in Schedule A, attached hereto. **2. APPOINTMENT OF AGENT** 2.1 The Principal hereby appoints the Agent as its non-exclusive sales agent within the Territory, and the Agent hereby accepts such appointment. **3. DUTIES OF AGENT** 3.1 The Agent agrees to use its best efforts to promote the sale of the Products within the Territory. **4. PAYMENT AND COMMISSION** 4.1 The Principal agrees to pay the Agent a commission on the sale of the Products in the Territory. **5. INDEMNITY** 5.1 Each party agrees to indemnify and hold the other harmless from any damages, losses, or expenses arising from a breach of this Agreement. **6. CONFIDENTIALITY** 6.1 The Agent agrees to keep confidential all non-public information concerning the Principal’s business and affairs. **7. NON-COMPETITION** 7.1 During the term of this Agreement and for a period of _____ years thereafter, the Agent shall not, directly or indirectly, engage in any business that competes with the Principal. **8. INTELLECTUAL PROPERTY** 8.1 The Agent acknowledges that it has no right, title, or interest in any of the Principal’s intellectual property rights. **9. TERMINATION** 9.1 This Agreement may be terminated by either party upon ______ days’ notice. **10. FORCE MAJEURE** 10.1 Neither party shall be liable for failure to perform its obligations under this Agreement if such failure results from an event beyond its reasonable control. **11. DISPUTE RESOLUTION** 11.1 Any dispute arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996. **12. GOVERNING LAW AND JURISDICTION** 12.1 This Agreement shall be governed by and construed in accordance with the laws of India, and the parties submit to the exclusive jurisdiction of the courts of ________. **13. ENTIRE AGREEMENT** 13.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications. **14. AMENDMENT** 14.1 This Agreement may be amended only by a written agreement signed by both parties. **15. ASSIGNMENT** 15.1 Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. **16. WAIVER** 16.1 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving its rights. **17. SEVERABILITY** 17.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. **18. NOTICES** 18.1 All notices under this Agreement shall be in writing and shall be deemed delivered when received by the party to whom it is addressed. **19. NO PARTNERSHIP** 19.1 Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the parties. **20. INDEPENDENT CONTRACTOR** 20.1 The Agent is an independent contractor and not an employee of the Principal. **21. LIMITATION OF LIABILITY** 21.1 Neither party shall be liable to the other for any indirect, consequential, or incidental damages. **22. WARRANTIES** 22.1 Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. **23. COSTS** 23.1 Each party shall bear its own costs in relation to the preparation, negotiation, and implementation of this Agreement. **24. SURVIVAL** 24.1 Certain obligations of the parties shall survive termination of this Agreement. **25. COUNTERPARTS** 25.1 This Agreement may be executed in counterparts, each of which shall be deemed an original. **26. SCHEDULES AND ANNEXURES** 26.1 The schedules and annexures attached to this Agreement form an integral part of this Agreement. **27. RIGHTS AND REMEDIES** 27.1 The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies provided by law. **28. BINDING EFFECT** 28.1 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. **29. TRANSLATION** 29.1 This Agreement is written in English. Any translation of this Agreement is for convenience only and the English version shall prevail. **30. SIGNATURES** 30.1 The Parties have executed this Agreement as of the date first above written. ___________________________ ___________________________ Principal’s Signature Agent’s Signature ___________________________ ___________________________ Principal’s Name (Print) Agent’s Name (Print)”