Sellorate and Developer Marketing Agreement - Example
MARKETING AGENCY AGREEMENT IN RELATION TOBROKERAGE OF GOOD LIFE CONDOMINIUM
Good Life Development Company Limited ("DEVELOPER"),
Good Life Building, 12th floor,
567/23 Rama 4 Road, Klongtoei, Klongtoei District,
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".)
(DEVELOPER 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, SETUP FEE AND PAYMENT
4.1 In consideration for Sellorate's completion of its performance as a Marketing Agency in accordance with Clause 3.1, Developer shall have the obligation to make the following payments with respect to each Sold Unit (the "Brokerage Fee"):
(a) Developer shall pay the Brokerage Fee at 7% (seven) of the transacted price upon for any Units Sold.
4.2 Developer shall pay the Brokerage Fee for each Unit Sold in full to Sellorate once the Developer has received Booking Fees + 30% Buyer's Deposit and Buyer's Execution of Sales & Purchase Agreement.
4.3 The Brokerage Fee shall be made in Telegraphic transfer or money transfer to the bank account as nominated by Sellorate to Developer. Sellorate 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 Sellorate.
4.4 The Parties agree that the Brokerage Fee shall be paid by Developer to Sellorate in HKD.
4.5 The Parties agree that the Brokerage Fee which shall be paid by Developer to Sellorate shall be EXCLUSIVE of any Taxes (excluding Value Added Tax).
4.6 The Parties agree that on the last Business Day of each calendar month for the duration of this agreement, Developer shall determine the amounts owed for the Brokerage Fee in respect to the Units Sold and shall notify Sellorate of the amounts in writing. Once agreed between Developer and Sellorate, Sellorate shall issue an invoice(s) to Developer for the Brokerage Fee and Developer shall have 30 Calendar Days to settle payment to Sellorate.
5. MARKETING ACTIVITIES
5.1 For avoidance of doubt, all sales costs including advertising, exhibition venues incurred for overseas sales shall be borne by Sellorate.
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 Sellorate/Customer.
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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Document Name: Sellorate and Developer Marketing Agreement - Example
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