Agreement Between a Company and Its Branch Manager
THIS AGREEMENT made at......................
this.................. day of .................... 200___, between ABC Co.
Ltd., a company incorporated under the Companies Act, 2013 and having its
registered office at ......................... (Hereinafter called the
company of the ONE PART) and Mr. X s/o........................... resident
of........................ (Hereinafter called Mr. X of the OTHER
WHEREAS the company is engaged in the manufacturing and sale of computers
and other electronic gadgets and is desirous to open a branch at Bombay to
look after the sale of its products in the States of Maharashtra &
AND WHEREAS the company is interested to appoint a Manager for the new
branch office, who can look after its business interest and promote sale of
its products in the States of Maharashtra & Gujarat;
NOW THIS AGREEMENT WITNESSETH that it has been agreed between the parties as
The company appoints Mr. X as the branch manager of its Bombay branch for a
period of five years. Mr. X's primary responsibility is to oversee the sales of
the company's products in the States of Maharashtra & Gujarat. In addition to a
fixed monthly salary of Rs................, Mr. X will receive a commission at
the rate of................... % on the entire sale in the specified
DEVOTION OF TIME AND ATTENTION
As part of his role, Mr. X is required to devote his full time, skill, and
attention to the company's business. He is also responsible for promoting the
sales of the company's products in the covered territories through various modes
In this article, we will delve into the provisions of an exclusive service
agreement between a company and one of its employees, Mr. X. The agreement is
designed to ensure that Mr. X's dedication remains solely towards the company's
operations and prevents potential conflicts of interest. We will explore the key
clauses of this agreement, which focus on the maintenance of accounts and
records, protection of the company's interests, compliance with company
instructions, termination clause, reimbursement of tour expenses, modifications,
governing law, severability, entire agreement, waiver, and assignment.
MAINTENANCE OF ACCOUNTS AND RECORDS
Mr. X, as the branch manager, holds the responsibility of maintaining accurate
accounts and records for the branch office. These records encompass details of
income, expenditure, goods received and sold, as well as other necessary
information pertinent to the business. The maintenance of these records is
crucial in tracking the financial health of the branch and ensuring transparency
in the company's operations.
COMPLIANCE WITH COMPANY INSTRUCTIONS
Mr. X is obligated to adhere to the instructions and orders issued by the
company as part of his duties. This compliance ensures efficient and streamlined
operations within the organization. Additionally, he must promptly provide any
information or data requested by the company, thus fostering transparent
communication between the branch and the headquarters.
The agreement allows the company to terminate Mr. X's employment before the
completion of the five-year term. In such cases, the company must give three
months' notice or pay Mr. X's salary for three months in lieu of notice. No
specific reason is required for termination, and Mr. X relinquishes any claims
against the company in the event of premature termination. This clause allows
flexibility in employment, balancing the interests of both the company and the
REIMBURSEMENT OF EXPENSES
It is also agreed that given the nature of Mr. X's role, he may need to travel
for official purposes. As part of his duties, he is entitled to reimbursement of
tour expenses at rates similar to those provided to other senior executives of
the company. This provision ensures that Mr. X is not burdened with personal
expenses incurred during official travel, promoting fair and equitable treatment
within the organization.
MODIFICATION AND AMENDMENTS
This agreement may only be modified or amended in writing, signed by both
parties. Any verbal agreements or understandings will not be considered valid.
This clause is intended to ensure clarity and legal enforceability of any
changes to the agreement.
Verbal agreements or understandings will not be considered valid unless they are
documented in writing and mutually agreed upon. This clause prioritizes clarity
and ensures that any changes to the agreement are formalized in a legally
GOVERNING LAW AND JURISDICTION
The agreement shall be governed by and construed in accordance with the laws of
the jurisdiction where it is executed. In the event of any disputes or
disagreements arising from this agreement, the parties agree to submit to the
exclusive jurisdiction of the courts in that jurisdiction. This provision
establishes a legal framework to resolve any potential conflicts arising from
In case any provision of this agreement is found to be invalid, illegal, or
unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue to be valid and enforceable to the fullest extent permitted by
law. This ensures that if any part of the agreement is deemed unenforceable, the
rest of the agreement remains intact and effective, maintaining the overall
validity of the contract.
This agreement constitutes the entire understanding and agreement between the
company and Mr. X regarding the subject matter discussed herein. It supersedes
all prior negotiations, agreements, or understandings, whether written or oral,
relating to the same subject matter. By including this clause, both parties
acknowledge that any previous discussions or arrangements are rendered null and
void, and the current written agreement holds precedence.
Any failure or delay by either party to enforce any provision of this agreement
shall not be deemed a waiver of that provision or any other provision of this
agreement. The waiver of any breach of this agreement shall not constitute a
waiver of any subsequent breach. This clause emphasizes that any tolerance or
leniency in enforcing the terms of the agreement on one occasion does not imply
a permanent waiver of those rights. Both parties retain the right to enforce the
agreement's provisions in the future if necessary.
Neither party shall assign or transfer any rights or obligations under this
agreement without the prior written consent of the other party. This clause
prevents either party from unilaterally transferring their rights or
responsibilities under the agreement to a third party without obtaining formal
approval from the other party. It ensures that both parties remain bound by the
terms they originally agreed upon and that any change in the arrangement
requires mutual consent.
In witness whereof, the parties have executed this agreement as of the date
first above mentioned.
Signed and delivered by the within-named company:
ABC Co. Ltd. through the hands of Mr. A,
Managing Director, Authorized Official
Signed and delivered by the within-named Mr. X: