THIS AGENCY AGREEMENT is made and entered into this Sunday 16th of June 2019 by and between WEB SOLUTION LIMITED with its principal place of business located at Ashongman, Ga West, in the Greater Accra Region of the Republic of Ghana (hereinafter referred to as the "Company ") of the first part, and (AFMAK ACCOUNT USER) (hereinafter referred to as the "Agent") of the other part (hereinafter referred to individually as a "Party" and collectively as "the Parties"). WHEREAS, the Company is a computer software engineering organization and is in the business of bringing unto one online platform (referred to as “AFMAK”)African manufacturers, and service providers as well as corporate bodies of African origin to showcase, promote, market, sell and purchase their products and services that meets international standards. WHEREAS, the Agent is in the business of marketing and promoting products and services and wishes to market and promote services and products on the Company's online platform for and on behalf of the Company. WHEREAS, Company wishes to appoint Agent as its agent to market and promote such products subject to terms and conditions contained in this Agreement.
NOW, THEREFORE, the Parties hereby agree as follows:
In this Agreement, the following terms shall have the following respective meanings:
a) "Agreement" means this Agency Agreement.
b) "Confidential Information" means any and all information that is disclosed by one Party to the other Party and that relates to a Party's business or the Parties' business relationship hereunder, including, but not limited to, information concerning finances, products, services, customers and suppliers. Confidential Information shall not include information which i. is in or comes into the public domain without breach of this Agreement by the receiving Party; ii. was in the possession of the receiving Party prior to receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use; iii. is acquired by the receiving Party from a third party not under an obligation of confidentiality or non-use to the disclosing Party; or iv. is independently developed by the receiving Party without use of any Confidential Information of the disclosing Party.
c) "Products" means the Company’s advertised products and services listed or yet to be listed onto its online platform from time to time.
d) "Trademarks" means all trademarks, service marks, logos, brand names, trade names, domain names and/or slogans used by Company in connection with the Products from time to time (whether registered or unregistered).
a) Appointment. Subject to the terms and conditions of this Agreement, Company hereby appoints the Agent as its Agent to market, promote, and to solicit purchase orders for the Products. Agent hereby accepts such appointment and agrees not to use a third party to perform its obligations pursuant to this Agreement without the prior written consent of the Company.
b) It is expressly agreed that the Agent has no authority to enter into agreements or make any commitments on the Company's behalf.
c) Reservation of Rights by the Company. The Company reserves the right to take the following actions at any time upon Seven  calendar days prior written notice to the Agent without liability: i. to add Products to, or delete Products from its online platform, ii. to modify the design of or upgrade the Products or any part of the Products, and iii. to sell the Products exclusively, on a direct or indirect basis, to certain types of customers or specific accounts.
a) Ownership. The Agent acknowledges the Company's exclusive ownership of its Trademarks and acquires no right, title or interest in or to the Trademarks hereunder. Any and all goodwill associated with the Trademarks will inure exclusively to the benefit of the Company. During the subsistence of this Agreement, the Agent shall not attempt to register any of the Trademarks or any trademarks, service marks, logos, brand names, trade names, domain names and/or slogans confusingly similar to the Trademarks. The Agent shall execute such documents and do all such acts and things as may be necessary in the Company's reasonable opinion to establish the Company's ownership of any rights in and to the Trademarks, at the Company's expense.
b) Grant of Rights. The Company hereby grants to the Agent during the subsistence of this Agreement, and subject to the terms and conditions herein, a non-exclusive, non-transferable, revocable right to use the Trademarks in connection with the marketing and promotion of the Products in accordance with the terms and conditions of this Agreement, convention, practice, and any guidelines issued by the Company from time to time. During this Agreement the Agent shall have the right to indicate to the public that it is an authorized Agent of the Products.
a) Diligently market and promote the Products, and solicit orders for the Products and services listed on the Company’s online platform in areas which the Company may from time to time be specify;
b) Assist the Company in providing support services to customers of the Products;
c) Fully and promptly answer all communications from the Company and its customers in respect of the products and related matters;
d) Render such assistance as the Company may reasonably request with respect to customer relations and satisfaction;
e) Prepare and maintain, and submit to the Company on a timely basis, all documentation and reports reasonably required from time to time to be prepared, maintained or submitted, including but not limited to, the following:
i. a database of information on current and prospective customers, which database shall at all times be the property of the Company,
ii. a quarterly report concerning current and prospective customers, actual or pending purchase orders, competitive products, trade conditions and related matters,
iii. a quarterly marketing plan, and
iv. a written forecast of the number of Products expected to be ordered on monthly basis which forecast shall be submitted to the Company prior to the beginning of each calendar quarter.All documentation and reports shall comply with any guidelines issued by the Company from time to time.
a) Assist the Agent by providing an adequate supply of Product data sheets, price lists, catalogues and other promotional literature at no charge to the Agent;
b) Provide Product training and field sales support to the Agent at no charge to the Agent, with the frequency and content of the training to be determined by Company;
c) Place advertisements in applicable publications and participate in trade shows and exhibitions where such participation will promote the Products; and
d) Bear responsibility for collection of all customer payments.