This Trade Facilitation Mandate Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") by and between:
Party A: _____________________________________________ (the "Principal") — the exporting, selling, or investing party whose goods, services, or business opportunities are to be facilitated under this Agreement; and
Party B: _____________________________________________ (the "Facilitator") — the trade facilitation intermediary engaged to identify buyers, importers, investors, or commercial partners and to facilitate the conclusion of transactions on a commission basis.
The Principal and the Facilitator are referred to individually as a "Party" and collectively as the "Parties."
1. Mandate and Scope of Engagement
The Principal hereby appoints the Facilitator as its non-exclusive trade facilitation agent for the purpose of identifying qualified buyers, importers, distributors, joint venture partners, or investors (each, an "Introduced Party") for the Principal's goods, services, or business opportunities described in Schedule A (the "Subject Matter").
The Facilitator accepts such appointment and agrees to use commercially reasonable efforts to identify and introduce Introduced Parties to the Principal within the geographic territory and commercial sectors specified in Schedule A.
This Agreement does not constitute a partnership, joint venture, employment, or agency relationship conferring authority on the Facilitator to bind the Principal contractually. The Facilitator has no authority to accept orders, negotiate final pricing, sign contracts, or make representations on behalf of the Principal beyond the scope expressly authorised in writing.
The Facilitator shall not take title to goods, assume inventory risk, or act as importer or buyer of record unless separately agreed in a signed merchant trading addendum.
2. Principal's Obligations
The Principal shall provide the Facilitator with accurate, complete, and up-to-date information regarding the Subject Matter, including technical specifications, pricing, certifications, minimum order quantities, delivery terms, and any regulatory or export control restrictions applicable to the goods or services.
The Principal shall respond promptly to enquiries from the Facilitator regarding Introduced Parties, and shall engage in good faith with all introductions made under this Agreement.
The Principal shall notify the Facilitator in writing within five (5) business days of entering into any commercial transaction, letter of intent, heads of terms, or supply agreement with an Introduced Party.
The Principal shall maintain accurate records of all transactions with Introduced Parties and shall make such records available to the Facilitator on request for the purpose of commission calculation and verification.
3. Facilitator's Obligations
The Facilitator shall conduct its activities professionally, lawfully, and in accordance with applicable laws and regulations of all relevant jurisdictions, including but not limited to export control regulations, sanctions laws, anti-bribery legislation, and data protection requirements.
The Facilitator shall carry out reasonable due diligence on Introduced Parties before making an introduction to the Principal, and shall not knowingly introduce any party that is subject to sanctions, debarment, or known adverse regulatory status.
The Facilitator shall keep confidential all non-public information disclosed by the Principal and shall not disclose such information to any third party other than to an Introduced Party to the minimum extent necessary to facilitate a transaction.
The Facilitator shall disclose to the Principal any material conflict of interest that arises in the course of performing its obligations under this Agreement.
4. Commission and Payment Terms
In consideration for successful introductions resulting in a completed transaction (the "Commission Event"), the Principal shall pay the Facilitator a commission calculated as a percentage of the net contract value of each such transaction, as specified in Schedule B.
A Commission Event shall be deemed to have occurred upon receipt by the Principal of the first payment from the Introduced Party under the commercial transaction, or upon such other trigger as the Parties may agree in Schedule B.
Commission shall be invoiced by the Facilitator following confirmation of the Commission Event and shall be payable within thirty (30) days of the invoice date. All amounts shall be paid in the currency specified in Schedule B, by bank transfer to the account designated by the Facilitator.
The commission obligation shall survive the termination of this Agreement with respect to any transaction with an Introduced Party that was introduced during the term of this Agreement and that closes within twenty-four (24) months of the date of introduction (the "Tail Period").
The Principal shall not circumvent the Facilitator's commission entitlement by restructuring a transaction, routing it through an affiliate, or engaging with an Introduced Party through a different legal entity. Any such circumvention shall entitle the Facilitator to the full commission as if the transaction had been concluded directly.
5. Exclusivity
This Agreement is non-exclusive unless the Parties expressly agree in writing that the Facilitator shall have exclusive rights with respect to specific territories, sectors, or Introduced Parties. Any exclusivity arrangement shall be set out in Schedule A and shall specify its geographic scope, subject matter, and duration.
6. Confidentiality
Each Party shall keep confidential all information designated as confidential, or which is by its nature confidential, that is disclosed by the other Party in connection with this Agreement.
The confidentiality obligations in this clause shall survive termination of this Agreement for a period of three (3) years.
This clause shall not restrict disclosure required by applicable law, court order, or regulatory authority, provided that the disclosing Party gives the other Party the maximum practicable prior written notice.
7. Term and Termination
This Agreement shall commence on the Effective Date and shall continue for an initial term of twelve (12) months, unless earlier terminated in accordance with this clause.
Either Party may terminate this Agreement on thirty (30) days' written notice to the other Party.
Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within fifteen (15) business days of receiving written notice requiring it to do so, or upon the insolvency, liquidation, or dissolution of the other Party.
Termination of this Agreement shall not affect any rights or obligations that have accrued prior to the date of termination, including the Facilitator's right to commission under the Tail Period.
8. Liability and Indemnity
Neither Party shall be liable to the other for any indirect, consequential, special, or punitive loss or damage arising in connection with this Agreement, whether in contract, tort, or otherwise.
Each Party shall indemnify and hold harmless the other Party from any claims, losses, costs, or liabilities arising from its own breach of this Agreement, fraud, wilful misconduct, or violation of applicable law.
The Facilitator's total aggregate liability to the Principal under or in connection with this Agreement shall not exceed the total commission paid to the Facilitator in the twelve (12) months immediately preceding the event giving rise to the liability.
9. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of _____________________________________________ (the "Governing Jurisdiction"), without regard to its conflict of laws principles.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of _____________________________________________ with the seat of arbitration in _____________________________________________ and the language of the proceedings being English.
Nothing in this clause shall prevent either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.
10. Miscellaneous
This Agreement, together with its Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements.
No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures shall be accepted as valid.
Any notice required under this Agreement shall be given in writing by email with read receipt, courier, or registered post to the addresses specified in Schedule A.
Schedules
Schedule A — Subject Matter, Territory, and Parties' Details
Schedule B — Commission Rate, Payment Currency, and Commission Event Definition
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last signed below.
For and on behalf of the Principal:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
For and on behalf of the Facilitator:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Date: _____________________________________________
Doc 01 — Trade Facilitation Mandate Agreement — Neutral Template