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Apporteur d'affaires Contrat Distribution

Template of Business Introducer Agreement

Modèle de contrat d’apporteur d’affaires en anglais.

This template of contract is available in English and in French.

See the French version

Business Introducer Agreement

ENTERED INTO BY AND BETWEEN:

ON THE FIRST PART,

XXX [identity of the physical or legal person],

hereafter referred to as the “Brand”,

AND ON THE SECOND PART,

XXX [identity of the physical or legal person],

hereafter referred to as the “Introducer”.

The Brand and the Introducer may be individually referred to as a “Party”or collectively as the “Parties”.

WHEREAS:

The Brand is _____ 

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. The Brand markets _____ [description of the products] (the “Products”).

The Introducer is _____ 

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. He is recognized in his business field.

The Brand and the Introducer would be interested in a relationship where the Introducer would introduce to the Brand potential clients likely to buy the Products.

Discussions took place and the Parties decided to enter into this agreement, which, including its recitals and its appendices that incorporate into it and are indivisible, is hereafter referred to as the “Agreement”.

NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Purpose of the Agreement

The Brand entrusts the Introducer, who accepts, with the assignment to identify and introduce to it potential clients likely to purchase its Products.

The potential clients referred to in this Agreement shall not already belong to the Brand’s clientele. They shall in principle be established in a territory where the Brand does not already operate. If the Introducer identifies potential clients who are established in a territory where the Brand already operates, he shall inform the Brand and obtain its consent prior to any canvassing.

The Introducer shall not target potential clients established in the following territories: _____ [list of the territories excluded].

The Introducer shall first and foremost target potential clients established in the following territories: _____ [list of the territories targeted].

The Introducer shall provide regularly to the Brand the list of the potential clients identified, including their identity and their complete details (address, e-mail address, telephone number, website) as well as a brief presentation of the potential clients. He will specify the actions undertaken or planned in order to canvass them.

In any case, the Introducer shall never act in the name and on behalf of the Brand. In particular, he shall not enter into any agreement on behalf of the Brand.

The Introducer shall not negotiate the Products’ selling terms [to be confirmed].

The Brand may contact the potential clients without any restriction, during the Agreement as well as after its term.

2. Nature of the Contractual Relationship

The Parties are independent professionals. This Agreement shall not in any way constitute a work agreement, since the Parties expressly refuse any employment relationship as an essential condition without which they would not have entered into this Agreement.

The Parties declare that the Agreement shall not in any case be considered as i) providing for a ”mandat d’intérêt commun” (common interest mandate) as per the French law concept, ii) a commercial agent agreement, notably in the meaning of the Directive 86/653/EEC on the coordination of the laws of the Member States relating to self-employed commercial agents, iii) a “voyageur, représentant, placier” (sales representative) agreement as per the French law concept, in the meaning of article L. 7311-3 of the French Labour Code. In particular, the Introducer represents and guarantees to the Brand that he does not exercise exclusively and constantly a representation occupation without performing any commercial operation for his own benefit, and that it will always be the case during the Agreement. Should this situation change during the Agreement, this latter shall automatically terminate and therefore the Introducer commits to inform immediately the Brand.

The Introducer shall not be entitled to any indemnity whatsoever upon expiry or termination of the Agreement.

3. No Exclusivity

The Parties do not grant each other any exclusivity. Therefore, the Introducer may work with other brands, even competitors of the Brand, and the Brand may work with other introducers [to be confirmed].

4. Intellectual Property Rights

The Brand represents and guarantees to the Introducer that it regularly holds all the intellectual property rights related to the Products and that it does not harm any right of third parties in this respect.

5. Specific Obligations of the Parties

The Brand represents and guarantees to the Introducer that the Products comply with the provisions in force, which apply to them, as well as with its own statements regarding them. The Brand will comply with its security and conformity obligations regarding the Products. The Brand will provide to the Introducer all information, contents and documentation useful to promote the Brand and the Products.

[Option 1 – simple]

The Brand and the Introducer agree that any action, promotion, canvassing or communication relating to the Brand and to the Products will always be perfectly lawful and appropriate considering the reputation, the image, the quality standards and the positioning of the Brand and of the Products.

[Option 2 – more detailed]

The Introducer represents and guarantees to the Brand that he is a professional who has the skills, the experience, the connections and all means needed to perform correctly the services described in the Agreement. He undertakes that any action, promotion, canvassing or communication relating to the Brand and to the Products will respect their image and their positioning and will comply with the Brand’s quality standards as well as with its marketing policy. The Introducer will comply with all the obligations applying to his activities and will in particular ensure that his promotion and canvassing actions are always perfectly lawful and appropriate considering the aim pursued, in order to preserve the reputation and the image of the Brand and of the Products.

6. Financial Terms

6.1 Consideration

In consideration for the services described in this Agreement, the Introducer shall be paid an amount equal to _____ [percentage] of the turnover taxes excluded made by the Brand during the Agreement with the potential clients introduced by the Introducer (the “Turnover”). For the purposes of determining this consideration, the Brand shall provide to the Introducer on a quarterly basis  [to be confirmed], at the latest within _____ [delay, for example ten calendar days] as from the end of each calendar quarter, a statement relating to the amount of the Turnover. The Introducer may ask the Brand to produce in addition a statement from an independent accountant relating to the amount of the Turnover.

This consideration shall be construed as a global, flat and final remuneration for all the services and expenses of the Introducer in relation with the Agreement, without any exception or reservation whatsoever. The Introducer shall therefore not be entitled to any other remuneration or indemnification or payment whatsoever. In particular, he shall support any expenses, charges and investments induced from the performance of the Agreement.

However, notwithstanding anything to the contrary herein, the Introducer shall be entitled to obtain reimbursement for the expenses directly related to the performance of his services, upon prior approval of the Brand.

After the expiry or termination of the Agreement, the Brand may pursue its business relationship with the potential clients introduced by the introducer without any remuneration or indemnification whatsoever being due to the Introducer.

6.2 Payment Terms

The Introducer shall invoice the Brand and/or the subsidiaries designated by the Brand on a quarterly basis [to be confirmed].

The invoices of the Introducer shall be payable in Euros [to be confirmed], within _____ [payment term inferior or equal to 45 days end of the month or 60 days] as from the issuance of the invoice.

For any late payment, the Brand shall automatically pay the Introducer late payment penalties at a rate amounting to _____ [rate at least equal to three times the annual legal interest rate in force in France] and a minimum flat recovery costs indemnity of 40 (forty) Euros, due as of right, without a reminder being necessary.

7. Duration of the Agreement

The Agreement shall enter into force as at the date when all the Parties sign it.

It is entered into for one or several successive fixed-term periods of _____[duration of the Agreement – for example two years], except if a Party notifies to the other Party, by letter with acknowledgment of receipt or by any other written means sufficiently probative, its decision not to renew the Agreement, at least _____ [prior notice – for example six months] prior to the expiry date of the Agreement.

8. Early Termination of the Agreement

Either party shall be entitled to terminate this Agreement unilaterally and with an immediate effect in the event that the other party does not remedy a material breach of its obligations under this Agreement and/or of its obligations inherent to the business at stake, within _____ [prior notice – for example 60 (sixty) days] of a written notification to do so delivered by the other Party, by letter with acknowledgment of receipt or by any other written means sufficiently probative, specifying the intent to apply this article.

The Agreement shall terminate as of right if the Introducer is no longer an independent professional.

9. Rules Governing the Agreement

9.1 Law and Jurisdiction

The Agreement shall be governed by and interpreted in accordance with French law.

In case of any litigation arising in relation with the Agreement, the Parties hereby grant an exclusive jurisdiction to rule the case to French Courts, and specifically the Courts of _____ [city] (France).

9.2 Entirety of the Agreement

The Parties expressly state that the Agreement expresses the entirety of their agreement as regards its subject matter, and invalidates and replaces any previous agreements entered into between them in relation with its subject matter.

9.3 Severability, Adaptation and Amendment

In case any provision whatsoever of the Agreement is deemed void, this provision shall not apply but the other provisions of the Agreement shall remain into force.

The Parties will do their best efforts to negotiate in good faith and in due time any potential modifications of the Agreement that may be necessary, particularly pursuant to mandatory legal or regulatory provisions or the binding decision of a Court.

In any case, notably where mandatory provisions apply, the purpose and the useful effect of the Agreement shall be taken into account as far as possible.

The Agreement may not be amended except by express and written mutual agreement of the Parties, in which case any amendment or waiver of any provision hereof shall be attached to the Agreement and shall incorporate to it.

9.4 Renunciation

The fact that a Party abstains from requesting application of any provision whatsoever of the Agreement, shall not be considered as a renunciation to request said application.

9.5 Official Domicile

For the purpose of this Agreement, the Parties take up residence in their respective domicile or registered office as indicated in the headings hereto. Any modification shall be notified to the other Party by letter with acknowledgement of receipt, in order to be valid.

*****

The Agreement is drafted in English and printed in two [to be confirmed – each party shall be provided with one original copy] original copies, signed on this page and initialled on each other page, one original copy being provided to each Party. No word, figure or sign was crossed, invalidated, modified or added, either handwritten or by any means, between the printing and the signing of the original copies.

The Brand

On behalf of: _______________ [legal person]

Name of the signatory: _______________ [signatory duly authorized]

Title: _______________ [title or capacity of the signatory]

Date: _______________ [signing date]

Place: _______________ [place where the agreement is signed]

Signature:

The Introducer

On behalf of: _______________ [legal person]

Name of the signatory: _______________ [signatory duly authorized]

Title: _______________ [title or capacity of the signatory]

Date: _______________ [signing date]

Place: _______________ [place where the agreement is signed]

Signature:

Par Franck BEAUDOIN, Avocat

Avocat, président et fondateur de la société d’avocats FB JURIS, directeur de la publication des sites juridiques droit.co et idroit.co.

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