AGENCY AGREEMENT – TERMS AND CONDITIONS

This Agreement is made and entered into as of [Insert Date], by and between:

Scholarix (hereinafter referred to as the “Company”), and [Insert Agency Name] (hereinafter referred to as the “Agent”).

1. APPOINTMENT
   The Company hereby appoints the Agent, and the Agent hereby accepts appointment, as a non-exclusive agent to promote and recruit students for the Company’s educational programs. The Agent shall use its best efforts to promote the Company’s interests and maintain the Company’s reputation.

2. DUTIES AND RESPONSIBILITIES OF THE AGENT
   The Agent agrees to:
   (a) Act with integrity and in good faith in all dealings with students and the Company.
   (b) Provide accurate and truthful information about the Company’s programs, facilities, and services.
   (c) Comply with all applicable laws and regulations of the jurisdiction(s) in which it operates.
   (d) Promptly forward student applications and supporting documents to the Company.
   (e) Assist students in preparing and submitting necessary documents for admission and visa applications.
   (f) Maintain the confidentiality of all proprietary and confidential information of the Company.
   (g) Avoid engaging in any activity that may harm the Company’s reputation or interests.

3. DUTIES AND RESPONSIBILITIES OF THE COMPANY
   The Company agrees to:
   (a) Provide the Agent with up-to-date information about its programs, admission requirements, and procedures.
   (b) Promptly review and process student applications received from the Agent.
   (c) Provide training and support to the Agent as reasonably necessary.
   (d) Pay commissions to the Agent in accordance with Section 5 of this Agreement.

4. TERM
   This Agreement shall commence on the date first written above and shall continue for a period of one (1) year, unless terminated earlier in accordance with Section 9. This Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

5. COMMISSION
   (a) The Company shall pay the Agent a commission for each student successfully enrolled in the Company’s programs as a direct result of the Agent’s efforts.
   (b) The commission rate shall be [Insert Percentage]% of the tuition fees actually received by the Company from such student for the first academic year only, unless otherwise agreed in writing.
   (c) No commission shall be payable for students who do not enroll, withdraw before commencement, or default on payment.
   (d) Commission payments shall be made within thirty (30) days after the Company receives the tuition fees from the student.

6. MARKETING AND PROMOTION
   (a) The Agent shall obtain prior written approval from the Company for any promotional materials bearing the Company’s name, logo, or trademarks.
   (b) The Agent shall not make any false, misleading, or unauthorized statements about the Company’s programs, facilities, or services.
   (c) All promotional activities shall comply with the Company’s policies and applicable laws.

7. CONFIDENTIALITY
   The Agent shall not, during or after the term of this Agreement, disclose to any third party any confidential or proprietary information of the Company without the Company’s prior written consent, except as required by law.

8. INDEMNIFICATION
   The Agent agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Agent’s performance or non-performance under this Agreement.

9. TERMINATION
   (a) Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party.
   (b) The Company may terminate this Agreement immediately upon written notice if the Agent:
   (i) Breaches any material term of this Agreement;
   (ii) Engages in misconduct or conduct detrimental to the Company;
   (iii) Becomes insolvent or bankrupt.
   (c) Upon termination, the Agent shall immediately cease representing the Company and return all materials, documents, and property belonging to the Company.

10. RELATIONSHIP OF THE PARTIES
    The Agent is an independent contractor and not an employee, partner, or joint venture of the Company. Nothing in this Agreement shall be construed to create any relationship other than that of independent contracting parties.

11. TAXES
    The Agent shall be solely responsible for the payment of all taxes, duties, and other governmental charges imposed in connection with commissions paid under this Agreement.

12. GOVERNING LAW
    This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of laws principles.

13. DISPUTE RESOLUTION
    Any disputes arising out of or relating to this Agreement shall be resolved amicably between the parties. If unresolved, disputes shall be submitted to binding arbitration in [Insert Location], in accordance with the rules of [Insert Arbitration Body].

14. ENTIRE AGREEMENT
    This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, or agreements, whether written or oral.

15. AMENDMENTS
    No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.

16. NOTICES
    All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by email (with confirmation of receipt), or mailed by certified or registered mail to the addresses provided by the parties.

17. SEVERABILITY
    If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. WAIVER
    The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.