INTRODUCER AGREEMENT

THIS INTRODUCER AGREEMENT (the “Agreement”) is made BETWEEN:

Le Pont Co. Ltd of 105 Laforet Akatsuka, 4-35-15 Akatsuka, Itabashi ku, Tokyo 175-0092, Japan

(the “Introducer”)

  • AND –

Insert Name of Company and Address

(the “Company”)

Background

  1. Introducer has a large number of contacts and can meet further contacts, who may be interested in purchasing Company’s products and services.
  2. Company wishes to be introduced to such contacts and is willing to pay Introducer a commission on the terms of this Agreement, if such contacts purchase services from it and Introducer is willing to effect these introductions in return for this commission.
  3. Introducer agrees to introduce Company to prospective clients.

Obligations of Introducer

  • Introducer shall:
  • Serve Company faithfully and diligently and not allow its interests to conflict with its duties under this Agreement;
  • Use its best endeavors to make introductions of prospective clients;
  • Report in writing to Company from time to time on progress made with prospective clients; and
  • Comply with all reasonable and lawful instructions of Company.
  • Introducer shall have no authority and shall not hold itself out, or permit any person to hold itself out as being authorized to bind Company in any way and shall not do any act which might reasonably create the impression that Introducer is so authorized. Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Company, including for the provision of the goods or services or the price for them, and shall not negotiate any terms for the provision of the goods or services with prospective clients.
  • Introducer shall not, without the prior written consent of Company, during the term of this Agreement perform duties similar to making introductions, on behalf of any person who provides services similar to the goods or services.
  • Introducer must disclose to each prospective client that it is an introduction agent of Company and that it has no authority or ability to negotiate or vary the goods or services or enter into any contract on behalf of Company.
  • Introducer shall not produce any marketing material for Company’s services or use Company’s name, logo or trademarks on any marketing material for the services without prior written consent of Company.
  • Introducer shall not, without Company’s prior written consent, make or give any representations, warranties or other promises concerning the goods or services which are not contained in Company’s marketing material.
  • Where a prospective client is introduced by Introducer and the prospective client then introduces Company to a third party who purchases goods or services from Company, Introducer shall not, by virtue of such initial introduction, be deemed to have introduced the third party to Company.

Anti-Bribery Compliance

  1. Introducer shall:
  2. Comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (the “Relevant Requirements”);
  3. Comply with any Company Ethics and Anti-Bribery Policy as Company may update them from time to time (the “Relevant Policies”);
  4. Have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with Relevant Requirements and Relevant Policies and will enforce them where appropriate;
  5. Promptly report to Company any request or demand for any undue financial or other advantage of any kind received by Introducer in connection with the performance of this Agreement;
  6. Immediately notify Company in writing if a foreign public official becomes an officer or employee of Introducer or acquires a direct or indirect interest in Introducer, and Introducer warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Agreement;
  7. Shall provide such supporting evidence of compliance as Company may reasonably request.
  8. Introducer shall ensure that any person associated with Introducer who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Introducer. Introducer shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Company for any breach by such persons of the Relevant Terms.

Commission and Payment

  1. If and when Company shall sign an Off-Take Agreement for the sale of Products with any buyer introduced by Introducer, then Company shall pay to Introducer a commission against each sale made by the Seller to the Buyer for as long as such business continues for Five (5) years after the first completed delivery.
  2. The commission shall be a flat fee of Six US Dollars (6 US$) per metric ton of Products sold by the seller to the referred buyer, regardless of the value of the resulting sales of products by the seller. The commission will remain fixed as Six US Dollars (6US$) per metric ton against each sale made by Company for Five (5) years after the first completed delivery.
  3. Company agrees to provide proof of the actual shipped quantity of Products in metric tons within 3 working days after the shipment has left the shipping port in the USA. Introducer will then invoice Company its agreed commission based on the quantity shipped by Company. All payments must be made in US currency and payable only to Introducer’s designated bank account mentioned in the invoice by Introducer to Company.
  4. The commission fee payments shall be paid to Introducer in less than 7 business days after all monies for the commission fee from the buyer have been collected by Company.
  5. Company has no obligation, nor any right, to pay, deduct or withhold any amount owed to Introducer in relation to taxes. It is important to highlight that the commission shall be understood as all commissions without any deductions except for the bank charges incurred to remit to Introducer’s account.

Obligations of Company

  1. Company must at all times act in good faith towards Introducer;
  2. Company shall provide Introducer at all material times with the information Producer reasonably requires to carry out its duties, including marketing information for and details of the products, and information about Company.
  3. Company shall inform Introducer immediately if Company suspends or ceases to perform production of goods or services.
  4. Company shall not be responsible for any costs incurred by Introducer unless such costs have been agreed by Company in writing, in advance.
  5. Company shall be under no obligation to:
  6. Follow up on any introduction made by Introducer; or
  7. Enter into a Relevant Contract.

Commencement and Duration

  • While both Parties are domiciled in different countries, this Agreement shall become effective from the date of its execution by both Parties by signatures and by corporate seals as shown and dated below. The Agreement will take effect on the date the last party signs the Agreement (the “Effective Date”).
  • This Agreement will continue until it is terminated in a manner outlined in this Agreement.

Termination

  • Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving notice to the other party if:
  • The other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
  • The other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
  • The other party repeatedly breaches any terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.
  • Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

No Partnership or Agency

  • Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party, the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
  • Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Entire Agreement

  • This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  • Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
  • Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
  • Nothing in this clause shall limit or exclude any liability for fraud.

Modification

  • No modification of this Agreement shall be effective unless it is in writing and signed by the parties or their representatives.

Assignment

  • This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

Waiver

  • No waiver or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent it or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Severance

  • If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  • If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Notices

  • All notices, consents and other communications required or permitted by this Agreement shall be in writing and shall be delivered either by internationally recognized courier service, or by email as follows:

If to the Introducer:

Le Pont Co., Ltd

105 Laforet Akatsuka, 4-35-15 Akatsuka,

Itabashi-ku, Tokyo 175-0092, Japan

Attention: Mohammad Yousaf Jalil (President)

Email: info@le-pontjapan.com

If to the Company:

XYZ USA

Attention: Mr. ABC (Corporate Secretary & Director)

Email: xxx@xxx.com

  • All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if by internationally recognized courier service. If sent by email, it shall be deemed to have been given once it appears in the outbox of the sender Party’s email box.

Third Party Rights

  • No one other than a party to this Agreement shall have any right to enforce any of its terms.

Governing Law

  • This Agreement shall be construed and enforced in accordance with the laws of Japan, without regard to its conflict of laws rules.

Venue and Jurisdiction

  • The parties hereby irrevocably submit to the sole and exclusive venue and jurisdiction of the District Court in Tokyo, Japan for any suit, action or proceeding arising out of or relating to this Agreement or any related transaction between the parties.
  • The parties hereby irrevocably waive, the fullest extent permitted by law, any objection which may now or hereby be made to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

IN WITNESS WHEREOF, each Party represents and warrants that it has authority to enter into this Agreement and agree to enter into this Agreement in its entirety and lawfully makes the disclosures contemplated hereunder.

____________________ (Sign & Seal)                                 ____________________ (Sign & Seal)

Mohammad Yousaf Jalil                                                         MR ABC

President                                                                                 President & Director

Le Pont Co., Ltd                                                                     XYZ Corporation

Tel: + 81 90 6070 8999                                                          Tel: + 1 2222 3333 3333

Email: info@le-pontjapan.com                                              Email:

Date: December 19, 2020                                                       Date: March 5, 2021

____________________ (Sign)                                             ____________________ (Sign)

Toshio Hasegawal (Witness)                                                  MR XYZ

Consultant                                                                               Corporate Secretary & Director

Le Pont Co., Ltd                                                                     ABC Corporation

Tel: +81 80 4131 6656                                                           Tel:

Email: hasegawa.toshio7@gmail.com                                   Email:

Date: December 19, 2020                                                       Date: March 05, 2021

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