Sole Agency Agreement

This Agreement made and entered into this 1st day of December of 1998 by and between ABC CO., LTD., a corporation duly organized and existing under the laws of Japan and having its principal place of business at 2-4-39 Omotecho, Okayama City 700-0822, Japan(hereinafter called Exporter) and EFG INC., a corporation duly organized and existing under the laws of the State of Washington and having its principal place of business at 5059 S.W. Admiral Way, Seattle, WA 98116, USA(hereinafter called Agent)

WITNESSETH:

WHEREAS, Exporter is desirous of exporting the products hereinafter specified to the territory hereinafter specified and to appoint Agent as its sole agent under the terms and conditions stipulated herein, and

WHEREAS, Agent is desirous of acting as a commission agent for Exporter's sales of the said products under the said terms and conditions in the said territory,

NOW, THEREFORE, it is mutually agreed as follows:

Article 1 Appointment
During the life of this Agreement, Exporter hereby appoints Agent as its sole commission agent to solicit orders for Products as stipulated in Article 2 hereof, from customers in Territory as stipulated in Article 3 hereof, and Agent accepts such appointment.

Article 2 Products
The products covered under this Agreement shall be confined to 契約する製品を記入 (hereinafter called Products).

Article 3 Territory
The territory covered under this Agreement shall be confined to
契約する地域を記入 (hereinafter called Territory).

Article 4 Privity
(1) Agent's function hereby entrusted shall consist in soliciting orders from customers for Exporter and in affording a reasonable assistance for the sake of Products in Territory with a view to helping Exporter.
(2) Agent shall not be authorized to conclude contract or receive payment on Exporter's behalf, and shall not make any representation, warranty, promise or any other act binding Exporter.
Agent shall protect, defend, indemnify and reimburse Exporter from any claim, debt and liability resulting from any act made by Agent in excess of or contrary to Agent's function specified hereunder.

Article 5 Exclusivity
(1) Exporter shall not sell Products in Territory through any person or corporation other than Agent, provided, however, that Exporter reserves a right to directly sell Products in Territory subject to payment of the commission to Agent, whose rate is agreed between the parties hereto.
(2) Agent shall not solicit orders outside Territory nor tender Products to any person or corporation whose business domicile is outside Territory. However, Agent shall forward to Exporter without any claim to commission any inquiry or order from such person or corporation.

Article 6 Prohibition of Competitive Transaction
During the life of this Agreement, Agent shall not, either directly or indirectly, in its own name or in that of third parties, manufacture, sell or promote sales of any products competing with or similar to Products, or represent third parties who manufacture or sell such competitive or similar products.

Article 7 Minimum Transaction
(1) The following minimum sales of Products shall be guaranteed by Agent under this Agreement:
　a)US$ 初年度の各四半期の販売予定額を for each quarter of 1st year hereof;
　b)US$ 2年度の各四半期の販売予定額を for each quarter of 2nd year hereof;
　c)US$ 3年度の各四半期の販売予定額を for each quarter of 3rd year hereof.
(2) If Agent fails to attain the said minimum sales in any one period, Exporter is entitled to terminate this Agreement prematurely by giving thirty(30) days notice.
(3) The calculation for the above minimum sales shall be made on a basis of FOB Kobe Port price and on Products for which Exporter has effectively received the payment.

Article 8 Commission
(1) Commission shall pay Agent commission at the rate of five(5) percent of FOB Japanese Port price of Products.
No commission shall be paid on Products for which Exporter has bad debts or waves payment by any reason.
(2) Agent's claim to commission shall arise with Exporter's receiving the full payment for Products contracted by Exporter through the soliciting activity of Agent.
Exporter shall make up quarterly statements of commission due by the last day of the subsequent month and remit the particular amount within ten(10) days after such last day of the subsequent month.
(3) Agent is entitled to inspect the relevant records on commission at Exporter's office of business.
For this purpose, Agent may at its own cost appoint an accountant.
Such inspection of Exporter's records shall be subject to the observance of secrecy by Agent and/or its accountant.

Article 9 Sales Promotion
(1) Agent shall exert its best efforts to promote the sale of Products on its own account throughout Territory.
(2) Before engaging in any or particular advertising for Exporter, such as press advertisements, pamphlets, circulars, exhibition arrangements, etc., Agent shall obtain Exporter's approval in writing.
(3) Agent shall give Exporter all reasonable assistance in advertising campaigns to be run by Exporter itself in Territory.
(4) Exporter shall provide Agent free of charge with all available documentation required to exercise agent business.
Such documentation shall include catalogs, pamphlets, price lists, Exporter's general terms and conditions of sale, contract forms used by Exporter, etc.

Article 10 Information and Report
(1) Agent shall inform Exporter of the following matters: i)market trends and competitive situation with respect to sale of Products in Territory, ii)any complaint on Products, and iii)any third-party infringement of Exporter's industrial property right.
(2) Agent shall submit to Exporter the following reports: 1)annual report on a sales forecast for the next calendar year by the end of November（適切な時期を） of each year and ii)semi-annual report on the market situation, operations carried out in the previous period and those planned for the consequent period, and any important events.
(3) Agent shall assist in market research project of Exporter.

Article 11 Industrial Property Right
(1) Agent shall not register any industrial property right in any country with respect to Products.
(2) Agent shall not use Exporter's signature, monogram, corporation name, trademark or any other mark which is now or may be hereafter owned by Exporter for any purpose in any way, except to the extent that Exporter may give Agent a prior written consent of Agent's use thereof.

Article 12 Confidentiality
The commercial information given by Exporter will be supplied and disclosed to Agent in confidence. Except where such confidential information otherwise becomes public knowledge, Agent shall not disclose such confidential information or otherwise use it except for such disclosure to employees and buyers as may be necessary in connection with sale and use of Products.
The obligations of this Article shall survive termination of this Agreement for the period of five(5) years after such termination.

Article 13 Duration
(1) This Agreement shall be valid and in force for a period of 年数を英文字で記入（数字で記入） year(s) commencing from the date appearing at the first above written upon the signing of both Exporter and Agent and shall be automatically renewed thereafter on a year to year basis, unless either party hereto gives the other party a written notice not to renew this Agreement at least ninety (90) days before expiration of the original term or any extension of this Agreement.
(2) Either party hereto may cause this Agreement to be terminated upon the expiration of the said 上で書いた年数 year(s) or renewed term without paying the other party any remuneration for such termination.

Article 14 Termination
(1) In case there is a default by either party of any provision of this Agreement during the life of this Agreement, the parties hereto shall first of all try to settle any matter arising from such default as soon and amicably as possible to mutual satisfaction. Unless settlement should be reached within thirty (30) days after notification in writing of the other party, such other party has the right to terminate this Agreement and the loss and damages sustained thereby shall be indemnified by the party responsible for such default.
(2) Either party hereto has the right to terminate this Agreement without any notice to the other party in the event of such other party's bankruptcy, insolvency, dissolution, modification, consolidation, receivership proceedings affecting the operation of business or discontinuation of business for any reason and/or reorganization by the third party.

Article 15 Severability
Except as provided herein, the provisions of this Agreement are severable and, if by statute, regulation, court order or other action taken by any government or governmental subdivision having jurisdiction over this Agreement, any provision of this Agreement shall be voided or declared unlawful, said provision shall be of no effect and it shall be as if said provision had never been included in this Agreement, provided that in the event such statute, regulation, court order or other action frustrates the economic assumptions of this Agreement or renders performance impossible, the party affected thereby shall have the right to terminate this Agreement.

Article 16 Notices
All notices required hereunder shall be in writing in English language, and shall be sent by registered mail(ファックスの場合は by fax に) to the respective parties at the following addresses or such other addresses as the respective parties may designate in writing：
　To Exporter: ABC CO., LTD., 2-4-39 Omotecho, Okayama City 700-0822, Japan
　To Agent: EFG INC., 5059 S.W. Admiral Way, Seattle, WA 98116, USA
Any notice sent by registered mail as above shall become effective seven(7) days after posting.
(ファックスの場合は、Any notice sent by fax as above shall become effective at the time of faxing)

Article 17 Assignment
The right and obligations of this Agreement shall not be assigned without the prior written consent of the other party.

Article 18 Force Majeure
Neither party shall be liable for failure to perform whole or part of this Agreement and/or each individual contract when such failure is due to fire, flood, strikes, labor troubles or other industrial disturbances, inevitable accidents, war(declared or undeclared), embargoes, blockades, legal restrictions, riots, insurrections or any other causes beyond the control of the parties hereto.

Article 19 Arbitration
All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Osaka, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award rendered by the arbitrator(s) shall be final and binding upon both parties.

Article 20 Trade Terms & Governing Law
The trade terms under this Agreement shall be governed and interpreted under and by the provisions of the latest International Commercial Terms(Incoterms).
This Agreement shall be governed by and under the laws of Japan as to all matters including validity, construction and performance.

Article 21 Entire Agreement
This Agreement constitutes the entire and only agreement between the parties hereto relating to distributorship of Products and no modification, change and amendment of this Agreement shall be binding upon both Exporter and Agent except by mutual express consent in writing of subsequent date signed by a duly authorized officer or representative of each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement in English and duplicate to be signed and sealed by their duly authorized officers or representatives on the date first above written.

Exporter：
ABC CO., LTD.
署名及び肩書

Agent：
EFG INC.
署名及び肩書

※本契約フォームは、「国際取引戦略 : 海外販売店･代理店の設置と契約の仕方」 石上進著（日本貿易振興会 1985.9）の「2．代理店契約の条文例」（ＰＰ．３１２〜３２９）の英文を参考にして、一部変更を加えて作成しています。

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