The Canton Fair's Model Exclusive Agent Agreement, Clause by Clause: "China" Written Into Clauses 7 and 9, an English Clause 9 That Has the Supplier Pay for Advertising, and What to Change Before You Sign

Checked on 4 November 2026. We are a translation and interpreting company in Guangzhou (Guangzhou GuanRi Translation Service Co., Ltd.). We are not a law firm, not the Canton Fair organiser and not an arbitration institution, and we do not review, draft or negotiate contract terms. The services this article ends up recommending, translating an agreement and interpreting at a meeting with the other party, are ones we sell ourselves. This is not legal advice. Every contract clause quoted below is from the Canton Fair's own Word files, linked in the sources; what a clause means in a dispute is decided by a court or an arbitral tribunal, not by us. The counts and comparisons are our reading of those files, and where a sentence is our reading rather than the wording of a text, we say so. This article uses no figures from our company's data; the prices in section 8 are from our FAQ page.

This article is for two readers: a buyer who met a supplier at the Canton Fair and has been offered the role of its exclusive agent at home, and an exhibitor appointing an agent abroad. The Fair publishes a bilingual model for exactly this, the Exclusive Agent Agreement, one of four documents on its "Standard-form contracts" page. It has sixteen numbered clauses, and four things about it matter before you fill it in. Its own example is an agent in China, and "China" is still written into clauses 7 and 9 after you change the territory in clause 4. Its example product, washing machines, is still written into clause 12. The agent it describes earns a commission, and nothing in it has the agent buy the goods. And its Chinese and English versions differ in at least seven places, one of them on who pays for advertising, with no clause on which version prevails. Below, each of those, then the blanks and what the model does not say, and what its dispute clause and the Fair's own measures say for when the Fair is not in session. If you are signing a sales contract or a proforma invoice rather than an agency agreement, start with our article on the Fair's model sales contract.

1. Which case is yours

The second column summarises the sections it points to; where those sections give our reading, so does the table.

2. Where the model comes from

The Fair's website has a page called "Standard-form contracts" (示范合同文本 in Chinese), filed under Trade Dispute; the site's records date both language pages 12 May 2026. It lists four documents: a Sales Contract, a Proforma Invoice, an Exclusive Agent Agreement and a License Contract of the Transfer of Technology, each a Word file in both Chinese and English. The English page says the Fair "advocates adopting the recommended model contracts"; the Chinese page says the Fair 倡导 ("advocates", our translation) that exhibitors and buyers use them when signing written contracts. The same Chinese sentence is Article 5 of the Fair's Measures for the Prevention and Resolution of Trade Disputes. Neither the page nor Article 5 says that a model must be signed unchanged.

The agreement prints no publication date; the Word file's document properties give a creation date of 12 May 2020. It is a single bilingual text, Chinese and English alternating from the preamble through clause 16 to the signature lines. Its example product (clause 3) is a washing machine and its example territory (clause 4) is China. Quotations below from the model's English keep its spelling and punctuation, including its full-width commas.

3. What kind of agent this is

Clause 2 (the model's English; one sentence):

Party A hereby appoints Party B as its Exclusive Agent to solicit orders for the commodity stipulate in Article 3 from customers in the territory stipulated in Article 4，and Party B accepts and assumes such appointment.

Clause 6 (the model's English; two sentences, where the Chinese has three):

The price for each individual transaction shall be fixed through negotiations between Party B and the buyer， and subject to Party A's final confirmation.

Payment shall be made by confirmed， irrevocable L/C opened by the buyer in favor of Party A， which shall reach Parth A ____ days before the date of shipment.

Clause 10 adds that Party A pays Party B a commission of a percentage, left blank, "on the net invoiced selling price on all orders directly obtained by Party B and accepted by party A", within a number of days, also blank, from the date Party A receives the full payment for each order.

By our reading, in this model the goods are sold by Party A to "the buyer", Party B's customer; the buyer pays Party A, by a confirmed, irrevocable letter of credit; and Party B's income is the commission. Nothing in the model has Party B buy, hold or pay for the goods. If you mean to buy from the supplier and resell on your own account, by our reading this model does not describe your deal, and filling in its blanks will not make it do so. Which kind of agreement fits is a question for your lawyer. Two more things in these clauses are fixed, not left blank: every price needs Party A's "final confirmation", and payment is by confirmed, irrevocable letter of credit. If your customers will not pay that way, clause 6 as printed does not match how your sales will be paid; changing it is for you and the supplier to agree.

The parties' other obligations are in clauses 5, 7 and 8. Party B undertakes a minimum turnover, in US dollars, for the whole effective period of the agreement (clause 5). As printed, Party A may not sell to customers in China through anyone but Party B, Party B may not sell competing or similar products in China or take orders for selling outside it, and Party A passes on to Party B the enquiries or orders it receives from other firms in China (clause 7; on "China", see section 4). Party B reports on the market at least once a quarter, and supplies Party A with other suppliers' quotations and advertising materials for similar products (clause 8).

4. Where "China" and "Washing Machines" are written in

Clause 4 is where the model asks for the territory, and clause 3 is where it names the product, with an example in place of a blank. The two example values, "China" and "Washing Machine" (in clause 12, "Washing Machines"), are also written into other clauses. We counted them in the Word file's text:

Clause 16 also has "China" twice in the English and 中国 once in the Chinese, all inside names. The English has it in the name of the Fair's measures ("Rules for the Prevention and Resolution of Trade Dispute in China Import and Export Fair") and in "South China International Economic and Trade Arbitration Commission"; the Chinese has it only in the name of the measures, because the commission's Chinese name, 华南国际经济贸易仲裁委员会, does not contain it. Those are names, not the territory.

By our reading, the model is written for an agent based in China: clause 7 has Party A "sell or export" the commodity to customers in China, and clause 8 asks for reports on changes in local regulations on "the import and sales of the commodity". Clause 7 is where the exclusivity is. If only clause 4 is changed, by our reading clause 7 still protects a market in China, not yours. What it would mean in a dispute is for a court or tribunal; what is in your hands is the text you sign, in both languages.

Clause 12 also has Party B acknowledge that all patents, trademarks, copyrights and other industrial property rights "used or embodied in" the products "shall remain to be the sole properties of Party A". If you plan to register the brand in your own country, ask your lawyer before you sign how that sits with this clause.

5. Where the Chinese and English versions differ

We compared the two versions clause by clause. These are the seven differences we found that change what a clause says; the Chinese column gives our translation in brackets.

Clause 9 in full (the model's English; one sentence):

Party A shall bear all expenses for advertising and publicity in connection with the commodity in question in China within the validity of this agreement， and shall submit to Party A all audio and video materials intended for advertising for prior approval.

The English also has spelling and grammar slips that, by our reading, do not change the meaning, among them "stipulate" for "stipulated" (clause 2), "Parth A" (clause 6), "shall paid" (clause 10), "govenmental" (clause 11), "remain effect" (clause 13) and "draught" for "drought" (clause 15). There may be differences we did not see.

No clause says which version prevails. We searched both versions for any wording on language, versions or texts, on which version prevails, or on the versions being equally authentic, and found none. China's Civil Code deals with contracts made in more than one language in Article 466. Article 466 (the NPC's English translation, for reference only; two paragraphs, three sentences):

Where the parties have a dispute on the understanding of a contract clause, the meaning of the disputed clause shall be determined according to the provision in the first paragraph of Article 142 of this Code.

Where a contract is made in two or more languages which are agreed to be equally authentic, the words and sentences used in each text are presumed to have the same meaning. Where the words and sentences used in each text are inconsistent, interpretation shall be made in accordance with the related clauses, the nature, and the purpose of the contract, and the principle of good faith, and the like.

The second paragraph is written for versions "agreed to be equally authentic", and this model has no such agreement. Article 466 has no sentence written for two versions with no language clause; we went through what it does and does not say in section 3 of our sales contract article. What is in your hands before you sign is the text: make the two versions say the same thing clause by clause. Whether to add a clause on which version prevails, ask your lawyer; whether it goes in is for you and the other party to agree.

6. The blanks, and what the model does not say

The blanks you fill in:

• the date and place of signing, in the preamble;
• the parties' names, addresses, telephone and fax numbers (clause 1);
• the product (clause 3, where the model has only an example) and the territory (clause 4);
• the minimum turnover, in US dollars (clause 5);
• how many days before shipment the letter of credit must reach Party A (clause 6);
• the commission percentage, and the number of days after full payment within which it is paid (clause 10);
• how long the agreement runs, with its start and end dates, and how many months it is extended by (clause 13; the term is in years in the Chinese and months in the English);
• another way of resolving disputes, if the parties agree one (clause 16).

What the model does not say, from our reading of the whole text in both languages:

• What happens if the minimum turnover is not reached. Clause 5 sets one figure for the whole effective period. Clause 14 lets a party terminate if the other "is found to have violated the stipulations herein"; whether falling short counts, the model does not say.
• When notice against an extension must be given. Clause 13 extends the agreement for a further period unless notice to the contrary is given, and sets no time before expiry by which that notice must arrive.
• What termination leaves behind. Clause 14 gives the right to terminate. It sets no notice period, and nothing in the model deals with orders or commission still open when the agreement ends.
• Who makes the goods. The model names only Party A and Party B. It has no wording about a maker of the goods who is neither, or about what happens if such a maker sells into the territory.
• What a breach costs. No clause provides for compensation or a penalty, for example if Party A sells into the territory around Party B.
• What clause 11 covers. It takes "Transactions concluded between govenmental bodies of Party A and Party B" out of the agreement and out of the clause 5 turnover, and does not say what that means between two companies.
• Which law governs, and the language of the agreement and of notices. No clause deals with either. The Fair's model Sales Contract has both: clause 19 on the governing law, clause 20 on the language of notices and clause 21 on the language of the contract.

Whether to add anything, and what, is for you and the other party to agree with your lawyer's advice.

7. Clause 16 when the Fair is not in session

Clause 16 (the model's English; two sentences; the blank that follows the second is not shown):

Any dispute arising from or in connection with this agreement shall, while the Fair is in session, be referred to the Complaint Office of the Fair for mediation in accordance with Rules for the Prevention and Resolution of Trade Dispute in China Import and Export Fair. In case the mediation fails, the dispute shall be referred to South China International Economic and Trade Arbitration Commission for arbitration, unless all the parties agree otherwise:

An agency agreement runs for months or years, much longer than a session of the Fair: the Fair's notice for the 140th session scheduled its three phases between 15 October and 4 November 2026, and the dates of the next session are for the Fair to announce. Article 4 of the Fair's Measures for the Prevention and Resolution of Trade Disputes says the complaint station is the only body that accepts trade dispute complaints while the Fair is open (our translation). Its Article 12 says (our translation; two sentences):

Where mediation does not succeed, the dispute is submitted to the South China International Economic and Trade Arbitration Commission for arbitration, unless the parties have agreed otherwise on how to resolve the dispute. The parties may apply to the South China International Economic and Trade Arbitration Commission for arbitration either during the Canton Fair or while it is closed, within the limitation period set by law.

Its Article 16 adds that once the session has ended, any further legal action a complainant takes against the respondent is to be taken in accordance with the contract and the relevant laws and regulations (our translation). We did not find an official English version of the full measures. Three points from the arbitration side, all from the rules of the Shenzhen Court of International Arbitration (SCIA):

• The name. Article 1 says the SCIA is "also known as the South China International Economic and Trade Arbitration Commission", the body named in clause 16.
• Nothing starts on its own. A party starts an arbitration by submitting a Request for Arbitration (Article 11), and an arbitration agreement must be in writing (Article 8). Article 9 treats an arbitration clause as independent of the rest of the contract: by its terms, the expiry or termination of the contract does not affect the clause's validity. Under Article 10, the SCIA, or the arbitral tribunal it authorises, has the power to decide on jurisdiction over a case; an objection to jurisdiction has to be raised in writing before the first oral hearing or, in a case decided on documents only, before the time for the first defence runs out or within 10 days of receiving the notice of a documents-only hearing; a party that does not object in time is treated as having accepted the SCIA's jurisdiction.
• Language. Clause 16 names no language for the arbitration. Under Article 5, where the parties have not agreed one, the SCIA determines the initial language before the tribunal is formed, "due regard being given to such relevant factors as the language of the contract involved", and the tribunal, once formed, determines the final language; this model has two. We set out Article 5, and what the rules say about interpreters and translations of documents, in section 8 of our sales contract article; the complaint station itself is in our trade dispute article.

Ask a practising lawyer now, not at the next session, what clause 16 means for your dispute and how long you have.

8. What a translator can do here, and what we sell

What translation can do is give you the version you cannot read in a language you can, in English, Chinese or another language on our FAQ list, so that you can read the two versions against each other before you sign (we give the timeline with the quote). Our FAQ page lists contracts in the Specialized tier, which has a second-pass review, and bilingual side-by-side delivery (source and translation) on request.

What it cannot do is decide which version prevails, make the two versions agree, tell you what a clause means in law, or write the changes in sections 4 to 6. A translation follows its source: a faithful translation of the Chinese clause 9 says that Party B pays for advertising; it does not make the English say so. If you have both versions, send both when you ask for a quote, and say which one you want translated.

Prices, from our FAQ page. Chinese to English starts at RMB 100 per 1,000 Chinese characters for general documents, RMB 180 for the Specialized tier and RMB 300 for publication grade; English to Chinese is RMB 90, 150 and 280. The final price depends on subject, deadline and volume. Chinese–English jobs start at 400 characters; other languages start at 1,000, and rare-language pairs are priced at RMB 220–650 per 1,000 characters depending on tier. Rush work costs more: 1.5 times the normal pace adds 30%, twice adds 50%, same-day adds 100%. A VAT special invoice adds 6% and a general invoice 3%. New clients typically pay a 30–50% deposit. We reply with a quote and timeline within 2 business hours on workdays.

For a meeting with the other party to go through the agreement, our FAQ page says: "Business meetings, factory tours, court depositions, small-group settings: consecutive and escort interpreting start at ¥200 per hour or ¥800 per full day, depending on language pair and subject. Half-day rates also available." It also says: "For rare language pairs or large conferences, book 4-8 weeks ahead. Common pairs (Chinese↔English/Japanese/Korean) can usually be scheduled 1-2 weeks ahead." Our interpreter directory is here.

Send the agreement, the language pair and your deadline by WhatsApp (+86 139 2416 6640), on WeChat (Saralee93), or through our contact page. We do not give legal advice; for that, please consult a practising lawyer.

9. Sources (checked on 4 November 2026)

• Canton Fair, model contracts page (the site's records give 12 May 2026): English, "Standard-form contracts"; Chinese, 示范合同文本. The bilingual model Exclusive Agent Agreement (Word), no publication date printed (its document properties give a creation date of 12 May 2020); the bilingual model Sales Contract (Word), for its clauses 18, 19, 20 and 21.
• Measures of the China Import and Export Fair for the Prevention and Resolution of Trade Disputes (our translation of the title; 中国进出口商品交易会贸易纠纷防范与解决办法; the model's clause 16 calls it the Rules for the Prevention and Resolution of Trade Dispute in China Import and Export Fair), which its Article 18 says the China Foreign Trade Centre interprets, Articles 4, 5, 12 and 16: Chinese (PDF), no date printed.
• Civil Code of the People's Republic of China, Article 466: Chinese, Supreme People's Court; English, NPC, for reference only (PDF).
• SCIA Arbitration Rules, Articles 1, 5, 8, 9, 10 and 11: Chinese, 2025 amendment (PDF); English.
• Canton Fair, notice on export exhibition space for the 140th session (published 5 May 2026), for the session dates in section 7: Chinese.
• Our FAQ page, for the prices, terms and services in section 8.