AGENCY AGREEMENT

본 계약서 Sample은 한국무역대리점 협회에서 표준 계약서로서 추천하는 것이나, 완벽한

것이라고는 할 수 없는 만큼 필요에 따라 적절히 수정하여 사용할 필요있음. 한국기업이 해외의
특정인에게 Agentship을 주고자 할 경우도 본 Sample을 참조하여 영문계약서 작성요령에 따라
작성할 수 있을 것임. 그러나 곳곳에서 매끄럽지 못한 표현이 많은 만큼 적절히 수정하여 사용함이
좋을 듯함.

This Agreement, made and entered into on of 월, 연도 by and between, , a

corporation organized and existing under the laws of , having its main office and
place of business at (hereinafter referred to as("Company" ) and
(hereinafter and referred to as "Representative" ) .

WITNESSETH :

WHEREAS, "Company" manufactures and/or sells the Products (to be hereinafter defined ),
and

WHEREAS, "Representative" desires to perform certain services on behalf of "Company" with

respect to the Products :

NOW THEREFORE, in consideration of mutual conditions and obligations hereinafter set forth,
the parties hereto have agreed as follows :

Article 1. Products

"Company" hereby appoints "Representative", and "Representative"hereby accepts appointment

as "Company's" independent sales represents live to promote and assist in the sales of the
Products as listed below : the Product(계약제품)는 계약서 본문에서 나열하기도 하나, 분량이
많거나 복잡할 경우는 Appendix 등에 의하여 첨부물로 하는 것이 좋음.

Article 2. Territory

The sales territory designated hereto is the geographic area of the Republic of Korea as well as
the area mutually agreed upon for which "Representative" shall have sales responsibility and in
which "Representative" will exert its best effort for sales of the "Products"

Article 3. Major Responsibility of Representative

Generate and stimulate interests in the "Products" and furnish information to "Company" in
regard to market trend and prospective purchasers of the "Products"(B) Participate in the sales
promotion activities to benefit sales of the"Products" and assist and advise "Company" in this
regard(C) Cooperate with and assist "Company" with the collection of any overdue accounts,
after service informations, and other matters as requested by the "Company"(D) Bear and pay
all travelling expenses and others incurred by "Representative" in connection with the sales of
the "Products", and "Representative" shall not be entitled to any reimbursement in this respect
except upon prior approval from "Company"

Article 4. Major Responsibility of Company

Endeavor to maintain the delivery conditions on all orders accepted by"Company"

(B) Provide "Representative" to the full extent, with sales and technical informations and
assistance regarding the "Products"

(C) Keep "Representative" informed of specification changes in the "Products".

(D) All expenses of catalogues, samples, advertisements, exhibitions and seminars made for
sales promotion of the Products shall be responsible to Company.

(I) Observe those regulations described in international agreement provisions as regulated in

Korean Antitrust and Fair Trade Acts, against which "Representative" shall not be bound

Article 5. Commissions

(A) The commission rate as agreed is ( ) % and will accrue to "Representative's" account
as of the date of shipment by "Company".

(B) The agreed rate of commission shall be due and payable to "Representative" within ( ) days
of the date that "Company" made the pertinent delivery to the purchasers in the "Territory".

(C) No commission shall accrue to "Representative" based on orders not accepted by

"Company" or on orders cancelled prior to delivery by "Company".

(D) Commission will be paid to "Representative" in its country in the currency of ( )

Article 6. Purchase Order & Delivers

"Representative" is not authorized to accept any purchase orders on behalf of "Company" or to

otherwise finalize any sales of such products without Company's consent. "Company" shall
ship and deliver "Products" purchased by virtue of purchase orders, which it has accepted and
acknowledged, directly to the customers in the "Territory"

Article 7. Relationship of Parties

"Representative" shall have no authority to act for or on behalf of"Company" without

Company's consent to sign or otherwise enter into any kind of contracts, undertaking or
agreement, or make any promise, warranty or representation, with respect to the "Products",
and "Company" shall not be bound by any acts, obligations, or defaults of "Representative". its
employee or agents.

(B) "Company" shall not deal directly with customers in the "Territory"and in case a customer
choose to deal directly with "Company", the"Company" shall notify and consult with
"Representative". "Company"shall guarantee a fair and prevailing commission to
"Representative" in accordance with the Article 5 of this agreement.

Article 8. Assignment of Agreement

Neither this Agreement nor any rights or obligations hereunder may be assigned by
"Representative" without prior written consent of "Company".

Article 9. Duration & Termination

( This Agreement shall be effective for an initial period of ( ) years from the effective date
of this Agreement, and shall be extended automatically for a period of one year unless there is
written notice from either party not less than ( ) days prior to expiration date.

Notwithstanding any other provisions herein, this Agreement may be terminated during the
initial term or any extension by either party upon giving at least ( ) days written notice to the
other party. 본 조항의 후반부는 Representative에게 불리한 조항인 만큼, 삭제하거나 또는 일정한
유예절차를 경유하여 종료시킬 수 있도록 함이 바람직함.

(B) If either party hereto continues in default of any obligation imposed on it herein for more
than ( ) days after written notice by the other party has been dispatched requesting
the party in default to remedy such default, the other party may terminate by registered mail
to the party in default and this Agreement shall terminate on the date of dispatch of such
notice.

(C) In the event of bankruptcy, receivership, insolvency or assignment for the benefit of
creditors of either party hereto, the other party may terminate this Agreement effective
immediately by giving the first party written notice to that effect.

Article 10. Arbitration

Any dispute arising under or by virtue of this Agreement or any difference of opinion between
the parties hereto concerning their rights and obligations under this Agreement shall be finally
resolved by arbitration. Such arbitration proceedings shall take place In Seoul in accordance
with the applicable rules of arbitration of the Korean Commercial Arbitration Board,but the
proceedings shall be conducted in English language. The decision of the arbitration
proceedings shall be final and binding upon parties.

Article 11. Effective Date

This Agreement shall become effective as of the day and date first written above. If there are
special conditions imposed by the government of either party, the date of such government
approval shall become the effective date of this Agreement.

Article 12. Applicable Law

This Agreement shall be construed and interpreted in accordance with the laws of the Republic
of Korea. Especially, "Company" shall observe those regulations described in international
agreement provisions as regulated in Korean Antitrust and Fair Trade Acts.

Article 13. Force Majeure

Neither party shall be liable to the other party for nonperformance or delay in performance of
any of its obligation under this agreement due to causes reasonably beyond its control
including fire, flood, strikes, labour troubles or other industrial disturbances, unavoidable
accidents, governmental regulations, riots, and Insurrections. Upon occurrence of such a force
majeure condition, the affected party shall immediately notify the other party with as much
detail as possible and shall promptly inform the other party of any further developments.
Immediately after the cause is removed,the affected party shall perform such obligations with
all due speed unless the Agreement is previously terminated in accordance with Article 9
hereof.

Article 14. Notices

All communication notices or the like between the parties shall be valid when made by
telegraph or telex communication subsequently to be confirmed in writing to the designated
addresses of the other parties.

Article 15. Entirety

This instrument constitutes the entire agreement and understanding between the parties hereto
relative to the subject matter hereof and there are no understandings, agreement's conditions
or representations, oral or written, expressed or implied, with reference to the subject matter
hereof that are merged herein or superseded hereby. No modification hereof shall be of any
force or effect unless reduced to writing and signed by the parties claimed to be bound
thereby and no modification shall be effected by the acknowledgement or acceptance of any
order containing different conditions.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the date first above written :

For and on behalf of : For and on behalf of:

BY : BY :

Typed Name : Typed Name :

Title : Title :

[ 예문 2 ]

AGENCY AGREEMENT

을류무역대리업(Buying Office) 및 Liaison Office 등의 입장에서 작성된 계약서 Sample이나,

내용이 간단한 편이므로, 실제의 거래 상황에 따라서는 추가·보완할 필요 있슴. 실제의 경우에
있어서, 대리행위의 내용 및 조건이 다소 다르더라도 영문계약서 작성 요령 및 관련 sample사례등을
참조하면 웬만한 Agency Agreement 는 스스로 작성할 수 있을 것임.

This Agreement, made and entered into on this day of Sep, 1995 by and between, a
corporation organized and existing under the law of, having its main office and place of
business at(hereinafter referred to as "Company" ), a corporation organized and existing under
the law of the Republic of Korea,having its main office and place of business at(hereinafter
referred to as "Agent" )

WITNESSETH :

WHEREAS, Company handles with the Product(to be de(inert hereinafter) and wishes to import
the Product from the Republic of Korea with the activities of Agent ;

WHEREAS, Company is desirous of appointing the Agent its buying office for the said business
of the import ;

WHEREAS, Agent is desirous of being appointed as the Company's buying office of the
Product in the Republic of Korea ;

NOW,THEREFORE, in consideration of the premises and covenants hereinafter set forth, the
parties hereto agree as follows.

Article 1. The Product

The Product or Products to be covered by this Agreement shall be in the following items and
may be adjusted from time to time by mutual consultation. 물품거래에 관련한 대리행위가 아닌
서비스업 분야의 대리업일 경우는, 제품 대신에 해당되는 서비스의 종류를 나열하면 될 것임.

Article 2. Exclusive Agent

Company shall appoint Agent as its sole & exclusive buying agent of the Product in the
Republic of Korea, and all inquiries and transactions of the Product under this Agreement by
the Company shall be processed through the Agent. Notwithstanding the foregoing, the
Company may handle with the inquiries directly which are mutually agreed to do so by the
parties in advance.

Article 3. Services and Obligations of the Agent

31 The Agent shall do its best efforts to help and assist the Company in the buying of the
Product at the most competitive price and conditions.

32 The Agent shall comply with all the inquiries from the Company without no delay and with all
possible care & sincerity.

33 The Agent shall check and report on the required information by Company.

34 The Agent shall conduct any required inspections on Product to be purchased and imported
by the Company, and issue any necessary certificates required for the due delivery of the
Product. However, the Agent will not be responsible for any result of such inspections or
certificates.

35 The Agent shall check on the delivery of the Product to be or to have been purchased by
the Company, and report to the Company immediately.

Article 4. Obligations of the Company

In consideration of the services and activities of the Agent as provided in the foregoing Article
3, the Company shall make the following commission of compensations in the manner and
conditions as below ;

41 The Company shall pay to the Agent the minimum guaranteed commissions of US $ 2,000
per month, effective from October of 1995.

42 The Company shall secure necessary guarantees of the bank designated by the Agent for
the full amount Us$48,000(US$ 2,000x24months) to be matured for the contracting period
of this Agreement, so that the monthly commission might be drawn by the Agent.

43 The Company shall pay additional commission of ( )% on the any exceeding amount of
the US $ 1,500,000 per each contracting year on the basis of both actual shipment to the
Company and offeraccepted amount of the Product with the services of the Agent as
 provided in Article 3 hereof.

44 The Company shall reimburse to the Agent any expenses to be accrued by the Agent's
business trips, whether overseas or not, directly related to the services and obligations in
the Article 3 hereof.

Article 5. The Agent's Other Business

Notwithstanding any other provisions hereof, the Agent may engage in other business activities
other than those herein, to the extent such other activities do not hinder the executions of the
Agent's obligations hereunder.

Article 6. The Contracting Period

This Agreement shall become effective on the first day of October, 1995 and shall remain in full
force upto and including Sep 30, 1996. 당해 비지니스의 성격 및 당사자간의 신뢰관계 등을
감안하여 중재조항 등 영문계약의 일반조항을 추가·보완할 필요있음.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicates
by their duly authorized representatives as of the date first above written :