Example I:

 

MEMORANDUM OF AGREEMENT DATED THIS BETWEEN


(hereinafter called the Publisher)
and

Frans Janssen of Netwerk Academic Book Agency, P.O.Box 33228, 3005 EE Rotterdam, The Netherlands
(hereinafter called the Representative)

WHEREBY IT IS AGREED THAT

1. The Representative shall be the sole and exclusive representative of the Publisher in the Netherlands, Belgium and Luxembourg (hereinafter called the Territory) with effect from


2. The Publisher shall pay a commission of % on the net invoice value, excluding postage and packing of orders emanating from the Territory, less any credits issued, less any “house accounts” that may be agreed from time to time between the Publisher and the Representative and which shall be attached to this Agreement.

3. Commission shall be payable quarterly in arrears within one month of the ending of each quarter.

4. The Representative undertakes to visit regularly and to sell in satisfactory quantities the Publisher’s books and other suitable products to all important and potentially important booksellers within the Territory. The Representative undertakes to make available his mailing lists and other promotional databases to the Publisher to promote the Publisher’s books.

5. The Publisher shall provide the Representative with all the necessary information and publicity material relating to his publications, and to print the name and address of the Representative on all appropriate publicity material.

6. This Agreement shall remain in force for a minimum period of year(s) and may be terminated at the end of that period or at any time subsequently by either party giving the other party months notice in writing to the last known address of the other party by normal post.

7. This Agreement may be terminated with immediate effect if either party fails to abide by any of its provisions.

8. This Agreement shall be governed and construed in accordance with the Laws of England and both parties hereby summit to the exclusive jurisdiction of the English courts.

IN WITNESS whereof this Agreement has been signed by or on behalf of the parties by their duly authorized representatives the day and year first written before


The Publisher/ Netwerk Academic Book Agency

 

 

 

Example II:

 


AN AGREEMENT


Made this first day of Two thousand and

between

 

(hereinafter called the Publisher)

and

Netwerk Academic Book Agency (Frans H. M. Janssen), P.O.Box 33228, 3005 EE Rotterdam, The Netherlands

(hereinafter called the Representative),

WHEREBY IT IS AGREED as follows:

1. The Publisher hereby appoints the Representative and the Representative hereby agrees to act as the sole representative of the Publisher for the sale of the Publisher’s products in the territories specified in the schedule hereto and in such other territories as the Publisher and the Representative may hereinafter agree in writing (hereinafter collectively called “the Territories”) for the period hereinafter referred to.

2. The appointment of the Representative hereunder shall be for a period of year(s) from the first day of and shall continue thereafter for one year periods, provided that such appointment may be terminated at the end of a one year period by either party giving to the other party not less than months prior notice in writing of such termination.

3. The duties of the Representative during the period of appointment hereunder will be to use its best endeavours to promote sales of the Publications of the Publisher throughout the Territories and for that purpose the Representative shall procure that in every year of the currency of its appointment hereunder an officer of employee of the Representative adequately experienced in book sales promotion shall make at least one complete tour of the Territories which shall include calls on such government ministries, principal educational authorities, professional and commercial bodies, libraries, institutions, book shops, senior staff of educational establishments and other bodies or persons whom the Representative may consider likely to be interested in the Publications of the Publisher and whether or not they may be customer of the Publisher.

4. All publications of the Publisher shall be invoiced by the Publisher to the purchaser at the Publisher’s list price having regards to the trade status (if any) of the purchaser.

5. The ownership of all Publications of the Publisher shall at all times remain with the Publisher and not with the Representative.

6. If delivery is made by the Representative from any stock maintained by the Publisher in storage facilities afforded by the Representative, then the Representative will issue a delivery order to the purchaser in respect of any Publications of the Publisher released by the Representative from such stock and shall forthwith send a copy of such delivery order to the Publisher to enable the Publisher to invoice the purchaser direct. The ownership of any Publications of the Publisher so released from stock by the Representative shall be vested in the purchaser of such Publications of the Publisher.

7. The Representative will at the request of the Publisher give to the Publisher its opinions as to the credit-worthiness of any potential or existing customer of the Publications of the Publisher provided that the Representative shall incur no legal liability for or in respect of or arising out of the Publisher acting on any such opinion.

8. The Representative during the period of its appointment hereunder will maintain at its headquarters a mailing list for the Territories which will include the names and addresses of all the principal ministries, authorities, book shops and other bodies or persons referred to in the preceding clause and likely to be interested in purchasing the Publications of the Publisher. The mailing list of the Representative will be placed at the disposal of the Publisher free of charge if the Publisher so desires and the Publisher may if it so desired supply the Representative with its own mailing list or any extracts there from.

9. The Representative during the period of its appointment hereunder will report to the Publisher regularly its activities in the Territories with specific information regarding the type of Publications of the Publisher in demand and the sources of the demand with the Representative’s recommendations on how best to further the interest of the Publisher in the Territories.

10. The Representative hereby undertakes that once during every period of the currency of its appointment hereunder it will meet with the Publisher for the purpose of discussing matters of mutual interest with respect to sales of the Publications of the Publisher in the Territories.

11. The Representative will during the currency of its appointment hereunder submit to the Publisher for possible publications such manuscripts as may come to its notice and which it seems likely to be of profit to the Publisher.

12. The Representative during the continuance of its appointment hereunder will maintain an adequately staffed office at his headquarters which will maintain contact with the Publisher or its representative in the field and with its customers.

13. The Publisher undertakes that it will at its own cost and expense during the currency of the Representative’s appointment hereunder send to the Representative and keep the Representative fully supplied with all promotional materials, advance information of forthcoming publications, sample copies and other information or material regarding the Publications of the Publisher which may be calculated to aid and assist the Representative to promote the sale of the Publications of the Publisher in the Territories.

14. The Publisher undertakes that it will keep the Representative fully informed of its current discount structure and its “stop-list” and “returns” policy.

15. The Publisher shall pay the Representative for its service hereunder a commission of percent on the total invoice value (excluding postage and handling charges) of all sales of the Publications of the Publisher within the said Territories, provided that any such commission shall be adjustable so as to exclude commission in respect of bad debts which may subsequently be incurred by the Publisher on orders from customers introduced by the Representative. In the event of any bad debts being subsequently recovered the Publisher shall make an appropriate payment of commission to the Representative. For the purpose of this clause, “bad debts” shall mean debts which are not recoverable within one year from the date they are incurred. The said commission shall be paid to the Representative quarterly in respect of the said total invoice value of the sales of the Publisher during the preceding quarter.

16. (a) The Representative will during the continuance of its appointment hereunder at the request and cost of the Publisher use its best endeavours to procure payments to the Publisher from any defaulting debtor of the Publisher in respect of any sales on which the Representative has received commission, provided that the Representative shall not be bound to institute any legal proceedings at the request of the Publisher.

(b) The Representative will during the continuance of its appointment hereunder at the request and cost of the Publisher use its best endeavours to procure payment from any defaulting debtor of the Publisher in respect of sales on which the Representative has received commission by endeavouring to arrange for any other Publisher for whom the Representative may be acting to withhold supplies from the person so in default.

17.The Agreement and all the rights of the parties hereunder shall be construed according to English law and the parties hereto agree to submit to the jurisdiction of the English court.


AS WITNESS the hands of the parties hereto the day and year above written


SIGNED BY

in the presence of

 

 

 

 

SIGNED BY

In the presence of

 

 

 


APPENDIX


To the Agreement in date of


between

 

 

 

and


Netwerk Academic Book Agency (Frans H.M.Janssen), Postbus 33228, 3005 EE Rotterdam, The Netherlands (hereinafter called the Representative), of the other part.

 

The schedule hereinbefore referred to the Territories:

Belgium
Luxembourg
The Netherlands

 


SIGNED BY

in the presence of

 

SIGNED BY

in the presence of