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UNDERTAKING SALE REPRESENTATION SERVICES



This Undertaking-Sale Representation Services (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Agent"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WHEREAS [AGENT] is employed by and is the [TITLE] of [COMPANY NAME] a company duly incorporated under the laws of the Province of [STATE/PROVINCE] (the Agent);

WHEREAS [COMPANY] has entered into an Agency Agreement dated concurrently herewith (the Agency Agreement) with the Agent pursuant to which [COMPANY] has engaged the technical and sales representation services of [COMPANY] for the [SPECIFY] products manufactured and marketed by [COMPANY] under the brand names [SPECIFY BRAND NAME], as well as such other brand names under which [COMPANY] may manufacture and market [SPECIFY] products throughout the term of the Agency Agreement and any renewals thereof (the Products);

WHEREAS [COMPANY], in engaging the services of the Agent under the Agency Agreement, [COMPANY] did so in reliance upon the Agents ability to have [AGENT] perform the duties of the Agent thereunder;

WHEREAS it is a condition to the execution of the Agency Agreement that concurrently therewith, each of the employees, agents and representatives of the Agent shall execute certain covenants of confidentiality, non-disclosure, non-competition and non-solicitation upon terms and conditions similar to those made by the Agent in favour of [COMPANY] contained in sections [SPECIFY NUMBERS] of the Agency Agreement;


NOW THEREFORE [AGENT] COVENANTS IN FAVOUR OF [COMPANY] AS FOLLOWS:
All capitalized terms used herein shall have the same definition as ascribed thereto in the Agency Agreement, unless otherwise specified herein.

In providing the technical and sale representation services with respect to the Products on behalf of the Agent to [COMPANY] pursuant to the Agency Agreement, [AGENT] shall act in good faith with due care, prudence and diligence and in the best interests of [COMPANY].

[AGENT] shall not at any time, whether during the term of the Agency Agreement or any renewal thereof or thereafter, directly or indirectly disclose to any person any trade secrets or confidential information relating to the Products or to the affairs, operations or clientele of [COMPANY] without the prior written consent of [COMPANY]. [AGENT] agrees that he will take reasonable precautions to preserve the confidential, proprietary and secret nature of all information which is disclosed to him as being confidential or secret in nature or which he knows is confidential or secret in nature. [AGENT] obligations hereunder shall not apply to any information which he can reasonably demonstrate through documentation has become generally known to the trade or the public, through no fault or action on his part, prior to or subsequent to the disclosure.

[AGENT] agrees with [COMPANY] that for a period of [NUMBER] year immediately following the expiration or termination of the Agency Agreement for any reason whatsoever, he shall not, in or within [COUNTRY], either individually or in partnership or in conjunction with any person or persons, firm, association, corporation or other juridical entity, as principal, agent, shareholder or in any other capacity whatsoever, directly or indirectly solicit, offer to provide or provide any of the Products or any other product or merchandise sold by [COMPANY] to the Customers or otherwise deal or contract with the Customers with a view to having them contract for any such products or merchandise, including, without limitation, the Products.

[AGENT] shall not at any time, during the term of the Agency Agreement or any renewal thereof, within [COUNTRY], either individually or in partnership or in conjunction with any person or persons, firm, association, corporation or other juridical entity, as principal, agent, shareholder or in any other capacity whatsoever, directly or indirectly act as agent in respect of the Products or any other products or merchandise offered for sale by [COMPANY] or otherwise compete with [COMPANY].

In the event of any violation by [AGENT] of any terms and provisions hereof, [COMPANY] shall have the right, in addition to all other rights provided by law or the Agency Agreement, to obtain a provisional injunction, interlocutory injunction and permanent injunction to prevent [AGENT] from violating the provisions hereof. In such case, [AGENT] renounces to any defense based on the availability to [COMPANY] of other recourses and hereby acknowledges that any violation by him of the provisions hereof shall cause irreparable damage to [COMPANY]. [AGENT] further agrees that all restrictions contained hereinabove are reasonable.

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of [STATE/PROVINCE] and the laws of [COUNTRY] applicable therein, and the parties hereby irrevocably nominate the courts of the Province of [STATE/PROVINCE] as the appropriate jurisdiction to hear any dispute which arise under or in connection with this Agreement.


IN WITNESS WHEREOF, the parties has executed this Undertaking at the place and as of the date first hereinabove mentioned.


AGENT  COMPANY




              
Authorized Signature  Authorized Signature




              
Print Name and Title  Print Name and Title



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