Dealership Agreement

Dealership Agreement

This Agreement is made at _______ on ________ this day of ________ 2013, by and between

  1. Pak Telecom Mobile Limited (PTML), a company incorporated under the Companies Ordinance, 1984 having its registered office at PTCL Headquarters, Sector G-8, Islamabad (hereinafter, “PTML”, which expression shall include its successors-in-interest and assigns), and
  2. Mr. Khaqan Babar (ID Card No. ___________) (hereinafter, the “Dealer”, which expression shall include its successors-in-interest and permitted assigns) 

WHEREAS PTML is in the business of providing cellular mobile telephone services in Pakistan, AND WHEREAS the Dealer has represented to PTML that it is capable of and willing to introduce new customers to PTML, AND WHEREAS the parties hereto wish to enter into this Agreement on the terms and conditions hereinafter appearing.

NOW THEREFORE for good and valuable consideration of the parties hereto intending to be bound hereby agree amongst themselves as under:

  1. PTML hereby appoints the Dealer a sits authorized dealer, on a non exclusive basis, to identify persons seeking cellular mobile telephone services thereinafter (“Potential Customers”) within the territorial limits of the city of Lahore thereinafter, the “Specified Region”, and to refer them to PTML however is under no obligations to accept Potential Customers, and has the absolute right to reject any or all of them in its sole discretion.
  2. Notwithstanding Clause 1 above, the Dealer shall not refer to itself as an authorized dealer of PTML until PTML has formally commenced operations in the Specified Region and notified the Dealer of the same in writing. (Commencement Date).
  3. The Agreement is made for a term of twelve (12) months only and shall automatically terminate thereafter except for those provisions that are expressly stated to survive termination. Thereafter a fresh agreement may or may not be executed by PTML in its sole and unfettered discretion. During the term of this Agreement, the Dealer warrants that it shall neither introduce nor refer, whether directly or indirectly, Potential Customers to any competitor of PTML.
  4. This Agreement and/or any right or liability hereunder may not be assigned by the Dealer without the prior written consent of PTML which may be withheld in PTML’s discretion.
  5. For the avoidance of doubt it is clarified that both PTML and the Dealer are each an independent contracting party and neither the execution of nor performance under this Agreement is intended to or may be construed as creating a general or special agency, license coupled with interest, joint venture, partnership or other profit sharing arrangement, employment relationship or franchise between them. The Dealer is responsible for all costs and expenses of conducting its own commercial activities and has the right to operate its business as its sees fit but may not in any manner represent or hold out to be an agent of any description of PTML. The Dealer must however follow all policies and procedures of PTML set out in the Dealers Policy Manual (hereinafter, the “Dealers Policy Manual”). This Manual is to be provided to the Dealer within thirty days of the date of execution of this Agreement. It is expressly agreed between the parties hereto that the Dealer has no authority whether express or implied and may not bind PTML in relation to any third party in any manner whatsoever.
  6. The Dealer shall be responsible for guiding Potential Customers in properly filing out of the Customer Agreement Forms (CAF) and the Customer Letters of Understanding, which should be signed by the Potential Customer. The Dealer shall also be responsible for collection of other relevant and applicable documents, information /sums required by PTML and as notified to the Dealer by PTML from time to time including subscriber equipment price (if applicable of activation fees, first month subscriptions, and any deposits and for forwarding the same to PTML.
  7. All promotional events advertising material to b employed by the Dealer must be approved in writing by PTML prior to its use by the Dealer. Moreover, all promotional and advertising activity related to PTML shall be carried out only after prior written approval from PTML. Such approval may be withheld or delayed by PTML in its absolute discretion.
  8. The Dealer shall be assigned specific sales targets by PTML from time to time. If these targets are not regularly achieved, PTML shall be entitled to but not obligated to terminate this Agreement without prejudice to its other rights hereunder.
  9. In addition to the terms and conditions set out herein the Dealer shall adhere strictly to the policies and practices stated in the Dealers Policy Manual, which may be modified by PTML from time to time without any advance intimation to the Dealers. The Dealers Policy Manual is and shall remain the exclusive property of PTML and contains confidential and proprietary information. The Dealer shall not make any copies of the Dealer Manual or of any portion thereof without the written approval of PTML. The information contained in the Dealers Policy Manual may not be disclosed by the Dealer to any person for any reason. This obligation of the Dealer shall survive the termination of this Agreement for a period of twenty four months.
  10. The Dealer shall be paid a commission in accordance with the policies and procedures set out in the Dealer’s Policy Manual of PTML that may vary from time to time. PTML has the right to change the commission formula contained in the said Manual as and when necessitated by market forces, regulatory constraints, PTML, marketing policies and guidelines without recourse to the Dealer. All such changes will become effective immediately upon to the Dealer.
  11. The Dealer shall issue an invoice to PTML within ten days of the end of each calendar month that, in the absence of the dispute, shall be paid by PTML within 30 days of receipt thereof. All such payments shall be made to the Dealer after deduction of all amounts, if any, required by law.
  12. As security for due and diligent performance by the Dealer and for amounts that may fall due to PTML the Dealer shall deposit with PTML an amount of Rs. 200, 000.00. This amount shall be refundable upon expiry and/or termination of this Agreement after deduction of any amount, outstanding against the Dealer.
  13. This Agreement may, at the complete discretion of PTML be terminated by fifteen days prior notice, and may also, without such notice be terminated by PTML of the Dealer:
  14. provides false and/or leading information concerning the subject matter and/or contents of this Agreement to any person for any purpose
  15. breaches any of its responsibilities under this Agreement

iii.        engages in any activity or business practice that, in the reasonable opinion of  PTML, has an adverse effect on the business operations or reputation of PTML

  1. does not perform in accordance with the targets specified in writing by PTML from time to time
  2. directly or indirectly engages in or is involved in any activity which is beneficial to the competitors of PTML
  3. has provided any information to PTML prior to the execution of this Agreement that induced PTML to enter into this Agreement and that is discovered to be false or misleading

vii.       becomes insolvent or makes any arrangement for the benefit of its creditors or if any proceedings for liquidation or appointment of a receiver are initiated against the Dealer files for voluntary bankruptcy or if any proceedings are initiated against the Dealer for the appointment of an administrator over a substantial part

viii.      does not disclose to PTML at the earliest instance of any act or event that in the reasonable opinion of PTML would either by itself or with the efflux of time constitute an event leading to the termination of this Agreement

  1. permits or allows or does not take all reasonable steps to protect any intellectual property rights of PTML the use of which may be granted to the Dealer pursuant to this Agreement.
  2. In the event of termination of this Agreement, the right if any, to use any intellectual property rights belonging to PTML shall immediately stand revoked and all physical property of PTML shall be returned immediately to PTML including the Dealers Policy Manual.
  3. PTML has the right but not the obligation to suspend the Dealer at any time without notice and without stating any reason therefor. Under suspension, the Dealer shall immediately cease conducting all business related to Potential Customers until notified to the contrary by PTML.
  4. No waiver by PTML of default of the Dealer under this Agreement shall be construed as a continuing waiver thereof or as a future waiver of and/or identical default.
  5. The Dealer shall ensure that it procures the approval of the PTML for the interior lay out of its premises no later than three days before the Commencement Date. The Dealer shall also ensure due compliance with PTML’s staff requirements set out in the Dealers Policy Manual at least three weeks prior to the Commencement Date.
  6. The Dealer hereby agrees that all disputes, subsequent to the execution of this Agreement that relate howsoever to the subject matter of this Agreement between itself and any other dealer of PTML or between itself and the PTML corporate sales force shall be referred to the General Manager Marketing of PTML who shall try and amicably resolve the same within thirty days of such referral. The Dealer hereby waives his right to approach the courts of Pakistan prior to the above mentioned referral.

IN WITNESS WHEREOF the parties hereto have set their respective hands below on the date first mentioned above.

__________________________                                ________________________

For and on behalf of the Dealer                                  For and on behalf of PTML

__________________________                                __________________________

Witness Number 1                                                      Witness Number 2 

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