Gency Agreement in accordance with EU competition law.

I would need you to produce an agency agreement for the following company including the relevant terms within. I can provide you with a template of the agency agreement

An Italian manufacturer, SilvioSartori SpA (a?SSSa?), has a range of upmarket clothing, which it is hoping to promote in exclusive retail outlets in the United Kingdom.

The products are expensive and will require considerable effort in terms of visits to stores across the United Kingdom. It is looking to appoint a reseller with experience of sales of similar goods and will reward the reseller with a commission of 10%, calculated by reference to the prices at which the products are sold to stores and retail outlets. It will confer territorial exclusivity in the UK on the reseller.

SSS wants complete control over the prices at which its products are sold and the ability to prohibit sales by the reseller outside the United Kingdom.

SSS has asked you to help it draft an agreement with the following terms:

1. The reseller will be appointed as SSSas exclusive reseller in the UK for the products;
2. The reseller will be entitled to commission calculated as 10% of the prices at which the products are sold a the commission will be payable every three months;
3. SSS will set the resale prices for the products in the UK and the reseller must specify these when selling the products;
4. The reseller may not sell outside the UK;
5. There are to be minimum annual customer sales targets that the reseller must meet, failing which its agreement will be terminated;
6. The reseller must use its best endeavours to promote the new product;
7. The reseller must carry a range of product samples and handle customer complaints a it will be responsible for collecting defective goods from customers and then returning these to SSS;
8. The reseller may not sell competitive products at any time during the agreement ; and
9. The agreement will be on a rolling basis, terminable on 12 monthsa notice.

You must:

Draft the relevant clauses which would appear in SSSas proposed agreement, doing so as closely as you can in accordance with these instructions and in a manner compliant with EU competition law.

SSS is aware that, in certain circumstances, payments must be made to resellers when their agreements are terminated in Europe. You are required, as part of your advice, to explain to SSS whether any mandatory payments would need to be made to the reseller on any termination of the arrangements and, if so, the form that any such payment might take.

In addition to drafting the agreement prepare a reflective log/memorandum to SSS commenting on the English and any EU competition law issues that arise in connection with the above proposals.