Agency and Sellorate (HK) Marketing Agreement - Example
This Agreement is for agents/agencies that have a registered real estate company only.
If you do not trade under a registered real estate company, please complete the Freelance Marketing Agreement.
MARKETING AGENCY AGREEMENT IN RELATION TOBROKERAGE OF GOOD LIFE CONDOMINIUM
SELLORATE (HONG KONG) CO., LTD ("SELLORATE"),
Registered Address: 20/F, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong
(AGENCY and SELLORATE may be referred to individually as a "Party" and collectively as the "Parties".)
IT IS AGREED AS FOLLOWS:
In this Agreement, unless the context requires otherwise, the following terms shall have the meanings set forth below:
“Agreement” means this agreement, as may be amended from time to time, and any and all Schedules and documents attached to this Agreement;
“Business Day” means a day on which banks are open for business in Hong Kong (excluding Saturdays, Sundays and national public holidays);
“Baht” means Thai baht which is the lawful currency of the Kingdom of Thailand;
“HKD” means Hong Kong Dollars which is the lawful currency of Hong Kong;
“USD” means United States Dollars which is the lawful currency of United State of America;
“Commission Fee” has the meaning ascribed to it in Clause 4.1;
“Buyer’s Deposit” has the meaning ascribed to it in Clause 3.1.5 and 3.1.6;
“Project” has the meaning ascribed to it in Recitals 2;
“Project Unit” or “Project Units” has the meaning ascribed to it in Recitals 2, which are all the condominium units of the Project;
“Tax” means and includes all forms of taxation and statutory, governmental, supra-governmental, state, principal, local governmental or municipal impositions, duties (including, without limitation, customs duties), contributions and levies, in each case, wherever and whenever imposed and all penalties, charges, costs and interest relating thereto and, without limitation, all employment taxes and any deductions or withholdings.
2. APPOINTMENT OF MARKETING AGENCY
2.1 Terms of Appointment
AGENCY is appointed as the Marketing Agency for the Project. The term of the agreement shall commence on the execution of this agreement and expires upon written termination by either party. The earliest expiration date is December 31, 2020.
2.2 Accepted Nationalities
All nationalities of customers are accepted for this project including Thai customers which follow theInternational Payment Terms.
2.3 Rights to Assign
The Parties agree that THE AGENCY may not assign its rights and obligations under this Agreement.
3. SALES PROCEDURE
3.1 The Agency's Obligation
THE AGENCY shall submit the following documents with respect to any units sold within 5 Business Days:
3.2 SELLORATE'S Obligation
Within 10 (ten) business days upon receipt of Reservation Form, Booking Form and First Deposit, SELLORATE shall ensure:
Within 45 (forty-five) business days upon receipt of Reservation Form, Booking Form, First Deposit and Second Deposit, SELLORATE shall ensure:
4. BROKERAGE COMMISSION AND PAYMENT
4.1 In consideration for THE AGENCY’S completion of its performance as a Marketing Agency in accordance with Clause 3.1, SELLORATE shall have the obligation to make the following payments with respect to each Sold Unit:
(a) SELLORATE shall pay the Brokerage Fee at 6% of the transacted price upon for any Units Sold.
4.2 SELLORATE shall pay the Brokerage Fee for each Unit Sold in full to THE AGENCY once DEVELOPER has received Booking Fees + 30% Buyer's Deposit and Buyer's Execution of Sales & Purchase Agreement. Should there be any delays in the execution of the Sales & Purchase Agreement or delays in the collection of the Brokerage Fee by SELLORATE from DEVELOPER, SELLORATE shall not be liable for the payment of the Brokerage Fee to THE AGENCY until collecting such fees from DEVELOPER.
4.3 The Brokerage Fee shall be made in Telegraphic transfer or money transfer to the bank account as nominated by THE AGENCY to SELLORATE. THE AGENCY agrees that all costs and fees including bank charges relating to the payment and receipt of any and all of the Brokerage Fee with regards to the remitting bank and the receiving bank will be borne by THE AGENCY.
4.4 The Parties agree that the Commission Fee shall be paid by SELLORATE to THE AGENCY in HKD. SELLORATE will use the exchange rate of Thai Baht to USD at the date of processing the payment to THE AGENCY.
4.5 The Parties agree that the Brokerage Fee which shall be paid by SELLORATE to THE AGENCY shall be INCLUSIVE of any Taxes (including Value Added Tax) if any.
4.6 The Parties agree that on the last Business Day of each calendar month for the duration of this agreement, SELLORATE shall determine the amounts owed for the Brokerage Fee in respect to the Units Sold and shall notify THE AGENCY of the amounts in writing. Once agreed between SELLORATE and THE AGENCY, THE AGENCY shall issue an invoice(s) to SELLORATE for the Brokerage Fee. The developer has to pay the commission to SELLORATE within 60 Business Days only after Clause 4.2 has been completed and SELLORATE then shall settle the payment to THE AGENCY. Should the developer fail to pay the commission to SELLORATE within 60 Business Days, SELLORATE shall not be obligated to make payment to THE AGENCY until fully paid by the Developer.
4.7 THE AGENCY agrees that due to fluctuations of currency exchange rates, the final invoice amount may be different than the final net payment amount.
5. MARKETING ACTIVITIES
5.1 For avoidance of doubt, all sales costs including advertising, exhibition venues incurred for overseas sales shall be borne by THE AGENCY.
5.2 All promotional materials designed by THE AGENCY or a third party commissioned by THE AGENCY shall be sent to SELLORATE for approval.
6. SITE VISIT
6.1 SELLORATE agreed to provide Site Visit assistance for potential customer visiting the project for viewing. The minimum notification required is 24 hours.
6.2 In the event, if customer requires transport/pick up service. Transportation charges will be incurred by THE AGENCY/Customer.
6.3 Should the sales agent be unavailable to attend a site visit with their client, SELLORATE can assist the client. If a purchase is made without the presence of the agent, there will a reduction in the commission paid to be determined at a later date.
6.4 All customer names must be registered before the site visit. If the customer has previously visited the sales gallery and/or registered with the developer, Sellorate cannot guarantee commission in the case of a sold unit.
7.1 This agreement may be terminated by mutual written agreement of the Parties.
7.2 SELLORATE reserves the right to terminate this agreement shall THE AGENCY and/or its sub agents contravene any regulatory guidelines or due to poor performance. Upon termination, THE AGENCY and/or its sub agents must immediately stop all marketing activities and return marketing materials in its possession to SELLORATE.
8. LAW APPLICABLE
This Agreement shall be subject to and construed according to the LAWS OF HONG KONG and under the exclusive jurisdiction of the Hong Kong courts.
All notices and other communications under this Agreement shall be made in writing and in English and shall address the intended recipient at its address or email address below, marked for the attention of the person designated below, and such notice shall be deemed to have been duly served on the day on which it was transmitted by hand or email address, or the third Business Day following the day on which it was posted;
(a) For SELLORATE
Address: SELLORATE (Thailand) Co.,Ltd
FYI Center building, 11th Floor, 2525 Rama 4 Road, Klongtoei, Klongtoei District, Bangkok 10110
Attention: Mr Christopher Moore
Each party shall keep this Agreement including without limitation the existence of or the fact that the Parties have entered into this Agreement or any information obtained or disclosed in relation to this Agreement confidential, notwithstanding the termination of this Agreement. Each Party must not make any public announcement of this Agreement or its subject matter or any information about the other party or their Affiliates without the other Party's prior written consent, except:
10.1 For performing its obligations under this Agreement;
10.2 As required by the laws of any relevant jurisdiction or order of any authority or court;
10.3 As disclosed on a limited basis to staff, employees, financial advisers, auditors, legal counsel, or other advisers of a Party on a "need to know" basis, so long as undertakings are obtained from such persons to observe confidentiality; or this clause shall survive any termination of this Agreement.
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Signed by Christopher Moore
Signed On: September 23, 2020
If you have questions about the contents of this document, you can email the document owner.
Document Name: Agency and Sellorate (HK) Marketing Agreement - Example
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