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An exclusive cooperation agreement is a contract between a vendor and partner that allows the pair to work together exclusively for a certain period of time. By signing the agreement, both parties agree to refrain from doing business with any competitors in the field. This type of agreement is attractive since exclusivity makes it easier to market products, since fewer competitors typically exist.
The excluisve cooperation agreement is important to define the rules, regulations, terms, and conditions of the business relationship involved. It defines who the contract parties are, what their obligations might be, and for how long the agreement is to remain in effect.
Below is a list of common sections included in Exclusive Cooperation Agreements. These sections are linked to the below sample agreement for you to explore.
EXCLUSIVE COOPERATION AGREEMENT
This Exclusive Cooperation Agreement is entered into by and between the following parties (each, a “ Party ” and collectively, the “ Parties ”) as of August 1, 2008:
Linking Target Limited (“LTL”)
1/F, Xiu Ping Commercial Building,104 Jervois ,Sheung Wan ,Hong Kong
China Construction Guaranty, Inc. ( “ CCG”)
9WN, LuBan Office Building ,Hong Li Xi Road, Futian District,
WHEREAS , “CCG” is a company organized and existing under the laws of the People’s Republic of China (“ PRC ”);
WHEREAS , LTL is a company organized and existing under the laws of the British Virgin Islands;
WHEREAS, CCG desires and LTL agrees to provide capital support and other necessary services to CCG;
WHEREAS, the Parties desire to set forth certain covenants and agreements between and among themselves in connection with the exclusive cooperation relationship contemplated by this Agreement;
NOW, THEREFORE, in consideration for the mutual covenants and promises set forth herein, each Party agrees as follows:
Unless otherwise defined in the Agreement, the following definitions shall be used in this Agreement:
“ Business scope of CCG ” shall mean the business scope as described in the business license of CCG, which includes, without limitation, engaging in the
business of guaranty ，establishment of separate entities(subject to separately administrative approval).
“ Business ” shall refer to any business activities that, according to existing laws and regulations of PRC, are permitted to be engaged by CCG, and specifically include corporation’s performance of contract, corporation’s performance of contract (to be transferred), bank bidding, bank agreement fulfillment, employees confidentiality guaranty, charge for temporary funding service, employees credibility guaranty .
“ Service ” shall mean all the services provided by LTL to CCG under Clause 2.1.1(1) hereof.
EXCLUSIVE COOPERATION RELATIONSHIP
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Exclusive Business Cooperation
Referring to the Business, the cooperation between CCG and LTL will include, without limitation:
LTL shall provide the Service to CCG as below:
Human resources support for the business development of CCG.
Furnishing of consultation in association with CCG’s Guaranty Business and other relevance services.
Provision of training services, and
Other legitimate service and support as agreed by the parties.
After the signing of the formal agreement, LTL or any other party/parties nominated by LTL shall provide relevant services to CCG in accordance with this agreement. Without the prior written consent from LTL, CCG shall be refrained from being involved in any other similar contract which is of the same nature as this agreement in association with any other third party.
LTL is entitled to, at its sole discretion, initiatives such as requiring CCG to co-establish a joint venture to facilitate the business development or, purchasing, part or all shares of CCG for the purpose of engaging into any business activities. As soon as the formal agreement is signed by the parties, CGC shall not engage in any joint venture with any third party for any purpose with regard to the same business activities without the prior written consent from LTL.
The Parties hereby agree that any marketing and business development activities shall be in the name of LTL or its joint venture, according to the decisions of LTL. LTL has the right to require CCG to mark on any marketing documents, advertising brochures and any other materials of this kind the full name of the LTL. After the signing of the formal agreement, without the prior written consent from LTL, CCG shall not engage in any marketing and business development activities, or print out and distribute any marketing material, with any third party.
The Service provided by LTL is of exclusive nature. Upon the singing of the formal Agreement, without the prior written consent from LTL, CCG shall not sign any agreement with any third party for the same or similar service as stated in this Agreement.
Right Not to Perform
Notwithstanding anything to the contrary, LTL may decline to perform any of its service as set forth above if LTL, based on its sole judgment, reasonably and in good faith believes that it is not in a position to render such service as required by CCG; provided, however, that LTL shall promptly notify CCG of its such decisions and provide reasonable assistance to CCG in making alternative arrangements.
After the signing of this agreement, without the prior written consent from LTL, CCG shall not engage in any other activities that:
At the sole discretion of LTL, may impair LTL’s exclusive right granted hereunder.
CCG shall take all necessary actions (including but not limited to corporate actions) to ensure that LTL be the exclusive cooperation partner in any possible business activities, provided however, such cooperation shall not violate any PRC laws and regulations. Except as otherwise provided herein, CCG shall inform LTL of any contract offer from any client relevant with the Business as soon as practicable.
CONSIDERATION FOR THE EXCLUSIVE COOPERATION RELATIONSHIP
100% of the net profit of CCG shall be paid to LTL on a monthly basis as the service compensation.
REPRESENTATIONS AND WARRANTIES OF CCG
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Corporate Existence and Power
CCG is a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry out its business as now or planned to be conducted.
CCG has not ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of CCG or the winding up or cessation of the business or affairs of CCG.
Authorization; Consent From Other Party
CCG has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement and all related documents and it has the corporate power and authorization to execute, deliver and perform this Agreement and the other related documents.
CCG has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and other related documents, and to perform the obligations under this Agreement and other related documents.
CCG shall not be required to give any notice to or to obtain any consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the exclusive cooperation arrangement contemplated hereunder.
CCG has secured all governmental authorizations as necessarily required in order to carry out its business legally, to possess and utilize its current assets.To the best knowledge of CCG, there is no basis for any governmental authority to withdraw, cancel or cease in any manner any of such governmental authorizations.
No Conflicts of Interests
Execution and performance of this Agreement by CCG will not contravene, conflict with, or result in violation of
(A) any provision of the organizational documents of CCG;
(B) any resolution adopted by the board of directors or the shareholders of CCG; (C) any laws and regulations to which the exclusive cooperation arrangement contemplated in this Agreement is subject; and
(D) any contract or any provisions of such contract, in relation to which CCG is a party or is being bound.
REPRESENTATIONS AND WARRANTIES OF LTL
LTL hereby makes the following representations and warranties for the benefit of CCG:
Authorization: Consent From Other Party
LTL has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement and all related documents and it has the corporate power and authorization to execute, deliver and perform this Agreement and other related documents.
No Conflicts of Interests
Execution and performance of this Agreement by LTL will not contravene, conflict with, or result in violation of
(A) any provision of the organizational documents of LTL;
(B) any resolution adopted by the board of directors or the shareholders of LTL; (C) any laws and regulations to which the exclusive cooperation arrangement contemplated in this Agreement is subject; and
(D) any contract or any provisions of such contract, in relation to which LTL is a party or is being bound.
This Agreement shall become effective upon signing by the Parties for a period of twenty (20) years, unless terminated by LTL unilaterally. This Agreement shall be automatically renewed further for a period of twenty(20) years when the aforesaid period expires, unless terminated by LTL unilaterally.