Agency Agreement

AGENCY AGREEMENT

This Agency Agreement is made this ________ (the "Effective Date").

BETWEEN

________, an individual of the following address:

________

hereinafter referred to as (the "Principal" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;

AND

________, an individual of the following address:

________

hereinafter referred to as (the "Agent" which expression shall where the context so admits include its successors-in-title and assigns) of the other part.

The Principal and Agent may be individually referred to as the "Party" and collectively referred to as the "Parties".

WHEREAS

A. The Principal is engaged in the following business:

________

B. The Principal has agreed to appoint the Agent as lawful Agent and representative to provide the services described in this Agreement.

C. The Agent hereby accepts the appointment and has agreed to provide the services described in this Agreement.

In consideration of the promises and covenant under this Agreement, as well as other valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

1. APPOINTMENT

The Principal hereby appoints the Agent to act as its exclusive Agent to provide the following services in accordance with the terms and conditions of this Agreement (the "Services"):

________

The Principal acknowledges that the acts of the Agent shall be binding on the Principal, provided that the Agent shall act in good faith at all times, within the scope of its authority and provide the Services in accordance with the terms of this Agreement.

2. SCOPE OF AUTHORITY

The Agent has been granted a limited authority to act in the following manner:

________

3. OBLIGATIONS OF THE AGENT

In discharging its functions and duties under this Agreement, the Agent shall:

(I) act on behalf of the Principal subject to the control of the Principal;

(II) act in the best interest of the Principal and in utmost good faith;

(III) act within its scope of authority;

(IV) perform its Services diligently and honestly;

(V) avoid any conflict of interest;

(VI) disclose any all relevant information, including but not limited to any documents, materials or other information regarding the Services.

4. GEOGRAPHICAL AREA

The Agent shall be authorized to provide the Services within the following geographical location:

________

5. DURATION

This Agreement shall commence on ________ and shall terminate on ________. This Agreement will renew automatically for an additional period, until terminated by either of the Parties.

6. COMPENSATION

As compensation for all the Services provided by the Agent, the Agent shall be entitled to an hourly fee of ₦________ (________).

The Compensation shall be paid in cash.

If the Compensation payable under this Agreement is not paid within the period it is due for payment, the Principal will be charged a late fee of ₦________ (________) for every day the Principal is in default.

7. EXPENSES

The Agent shall be reimbursed of all incidental and out-of-pocket expenses reasonably incurred on behalf of the Principal, provided that all expenses are authorized by the Principal prior to being incurred and with the provisions of appropriate receipts.

8. INSURANCE

For the duration of this Agreement, the Agent shall provide and maintain the following insurance:

________

9. INTELLECTUAL PROPERTY OWNERSHIP

The Agent hereby acknowledges that the Principal retains the sole and exclusive ownership of any trademark, trade name or any other intellectual property belonging to, associated with the Principal which the Agent may utilize in providing the Services under this Agreement.

10. EXCLUSIVITY

The Agent agrees to act exclusively for the Principal and shall not at any period, during term of this Agreement, engage or conduct any related business transaction with any other party other than the Principal.

11. RELATIONSHIP

The Parties acknowledge and agree that this Agreement does not create an employment relationship between the Principal and the Agent, and the Agent acts as an independent contractor for the duration of this Agreement.

12. NON-COMPETITION

During the term of this Agreement, the Agent undertakes not directly or indirectly engage in any competition, including but not limited to marketing, sale, and distribution, investing in any business that competes with the Principal's business, including, but not limited to the following:

(I) engaging in a competitive business that competes with the Principal as an owner, agent, or partner;

(II) becoming an employee, director, adviser, independent contractor, or work directly or indirectly for any third party that is engaged in the business similar to that of the Principal;

(III) using any business information, confidential or trade secret information belonging to the Principal to obtain a competitive advantage over the Principal business.

The Agent also undertakes not to solicit, attempt to solicit, or procure any business with any client or customer of other or the Principal; hire any party contracted to work as employees, independent contractors, service providers, or other paid work for the Principal.

13. TERMINATION

This Agreement shall terminate on ________ (the "Expiration Date"). If any Party wishes to terminate this Agreement before the Expiration Date, that Party may do so by issuing a ________ written notice to the other Party prior to the Expiration Date.

If the Agreement is renewed, it shall be terminated at anytime, by either of the Parties provided that a ________ written notice is issued to the other Party.

14 CONFIDENTIALITY OBLIGATIONS

The Parties acknowledge that by virtue of this Agreement, the Agent may have access to non-public confidential information and may also possess trade secret information regarding the business operation of the Principal. Consequently, the Agent agrees that such information is valuable and agrees to maintain the confidential nature of such information.

Confidential information includes all information or materials of whatever nature relating to this Agency Agreement disclosed by the Principal by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes, but shall not include the following information or data:

(I) which can be established by written records to be already known to the Agent or the public at the time of the disclosure;

(II) which enters the public domain through no fault of the Agent;

(III) is given by the Principal to third parties without any restrictions;

(IV) is given to the Agent by any third party who is in possession of such information and has the legal right to disclose it; or

(V) that is required by law to be disclosed.

Trade secret information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public. Specifically, the Agent hereby agrees as follows:

(I) to take proper and reasonable measures to ensure the confidentiality of the confidential information under this Agreement;

(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to this Agreement without obtaining the express consent of the Principal;

(III) not to use the confidential information for any purpose other than for the provision of the Services described in this Agreement.

The Agent undertakes not to disclose the trade secret information or confidential information during and after the termination of this Agreement for as long as it remains a trade secret.

The Agent also agrees to keep the terms and conditions of this Agreement confidential and shall not make a public disclosure of the terms of this Agreement.

15. FORCE MAJEURE

No party shall before the Expiration Date or termination of this Agreement, be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with, or prevented by force majeure, which for this Agreement shall mean any circumstances:

(I) which is beyond a party's control;

(II) which such party could not have reasonably avoided or overcome; and

(III) which is not attributable to the other party.

Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:

(I) war, hostilities, or invasion;

(II) rebellion, terrorism, revolution, insurrection, military or usurped power;

(III) riot, civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.

16. ARBITRATION

The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.

Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.

The tribunal shall consist of ________ arbitrators who shall be elected in the following manner:

________

The arbitration proceedings shall be held in: ________ and conducted in English language.

Each Party shall bear their own cost and expenses in relation to the arbitration proceedings, except where an award has been made by the arbitrators for cost to be borne by a particular Party.

The decision of the arbitrators shall be final and binding on all the Parties and shall be enforced by any competent court.

17. NOTICES

All notices or communication given or made under this Agreement shall be in writing. The addresses for service of notices shall be as follows:

The notices shall be delivered either personally or mailed by a certified mail to the other Party's address. Any of such notice or communication shall be deemed to have been given if:

(I) sent by personal delivery, upon delivery at the address of the relevant Party;

(II) sent by courier service, upon receipt of confirmation of delivery;

(III) sent by facsimile, upon receipt of a confirmation of transmission.

Any Party may designate a different address by providing notice in writing to the other Party.

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20. SEVERABILITY

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21. 285558

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22. VARIATION

This Agreement may be amended or varied by either of the Parties and such variation must be agreed and signed by both Parties to this Agreement.

23. APPLICABLE LAW

This Agreement shall be governed and construed in accordance with the Laws, regulations or guidelines of the Federal Republic of Nigeria.

24. CUMULATIVE RIGHTS

The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.

25. FURTHER ASSURANCE

The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.

26. COUNTERPARTS

This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.

SIGNED by the within named Principal

____________________

in the presence of:

Name..................................................................................................................

Address..............................................................................................................

Occupation.........................................................................................................

Signature............................................................................................................

SIGNED by the within named Agent

____________________

in the presence of:

Name..................................................................................................................

Address..............................................................................................................

Occupation.........................................................................................................

Signature............................................................................................................