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EXCLUSIVE AGENCY AGREEMENT

By Terry Sanchez,2014-10-15 20:40
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EXCLUSIVE AGENCY AGREEMENT

    AGENCY AGREEMENT

This Agreement is made and entered into this _____ day of _____ , 2014 - by and between Blacsyn Technologies, a

    corporation duly organized and existing under the laws of India, with its principal place of business at 12, Amar Adhar Duplex,

    Alwanaka, Manjalpur, Vadodara-390011, India (hereinafter called Agent) and

    ___________________________________________ a corporation duly organized and existing under the laws of ___________________________________________, with its principal of business at ____(hereinafter called Seller). Whereby it is mutually agreed as follows:

Article 1 Appointment

    During the effective period of this Agreement, Seller hereby appoints Agent as its exclusive agent to solicit orders for products

    stipulated in Article 4 from customers in the territory stipulated in Article 3 and Agent accepts and assumes such appointment.

Article 2 Agent's Duty

    Agent shall strictly conform. with any and all instructions given by Seller to Agent from time to time and shall not make any representation, warranty, promise, contract, agreement or do any other act binding Seller. Seller shall not be held responsible

    for any acts or failures to act by Agent in excess of or contrary to such instructions.

Article 3 Territory

    The territory covered under this Agreement shall be expressly confined to INDIA (hereinafter called Territory)

Article 4 Products

    The products covered under this Agreement shall be expressly conned to All Kind of PCBs (hereinafter called products)

Article 5 Exclusive Rights

    In consideration of the exclusive right here in granted, Seller shall not, directly of indirectly, sell of export products to Territory

    through other channel than Agent and Agent shall not sell, distribute or promote the sale of any products competitive with of similar to Products in Territory and shall not solicit or accept orders for the purpose of selling Products outside Territory. Agent

    can sell products if it is beyond seller’s capability and product range. Seller shall keep transparency and shall refer to Agent

    any inquiry or order for products Seller may receive from others in Territory during the effective period of this Agreement. In

    case of any direct orders handled by Seller, Seller will provide commission to Agent without any dispute or delay.

Article 6 Orders

    In soliciting orders, Agent shall adequately advise customers of the general terms and conditions of Seller's sales note or contract note and of any contract being subject to the confirmation of acceptance by Seller. Agent shall immediately dispatch any order received to Seller for its acceptance or rejection. The seller shall have the right to refuse to execute or accept any

    such orders or any part thereof and the Agent shall not be entitled to any commission in respect of any such rejected order or part thereof refused.

Article 7 Expenses

    All expenses and disbursements such as cabling, traveling and other expenses incurred in connection with the sale of products shall be for the account of Agents, unless especially arranged. Further Agent shall, at this own expenses, maintain office(s), salesmen and others sufficient for the performance of the obligation of Agent in conformity with any and all instructions given by Seller.

Article 8 Material Rejection

    Seller shall supply the material strictly as per Agent’s customer’s requirements and specifications. In case of any rejection by customer due to poor quality, products non performance or if it is not meeting specified requirement and specifications, Seller

    will immediately call back such material and provide correct replacement. The entire responsibility of such rejection and replacement will remain with Seller and Seller will bear all the expenses.

Article 9 Commission

    Seller shall pay to Agent commission in USD currency at the rate of ___% of the net invoiced selling price of products on all

    order directly obtained by Agent accepted by Seller. Such commission shall be payable every six months only after Seller receives the full amount of all payments due to Seller. Payments of such commission shall be made to Agent by way of remittance every month with no delay more than 20 days.

Article 10 Information and Report

    Both Seller and Agent shall quarterly and/or on the request of either party furnish information and market report each other to

    promote the sale of products as much as possible. Agent shall give Seller shall furnish with or without charge to Agent reasonable quantity of advertising literatures catalogues, leaflets, and the like as Agent may reasonably require.

Article 11 Sales Promotion

    Agent shall diligently and adequately advertise and promote the sale of Products throughout Territory. Seller shall furnish with

    or without charge to Agent reasonable quantity of advertising literatures catalogues, leaflets, and the like as Agent may reasonably require.

Article 12 Industrial Property Rights

    Agent may use the trade - mark(s) of Seller during the effective period of this Agreement only in connection with the sale of Products, provided that even after the termination of this Agreement Agent may use the trade - mark(s) in connection with the sale of Products held by it in stock at the time of termination. Agent shall also acknowledge that any and all patents, trade -

    marks, copyright and other industrial property rights used or embodied in Products shall remain to be sole properties of Seller

    and shall not dispute them in any way. If any infringement being found, Agent shall promptly notify seller and assist seller to

    take steps to protect its right.

Article 13

    For any business transacted between governments of both Parties, Seller may handle such direct dealings as authorized by Seller’s government without binding himself to this Agreement. Agent shall not interfere in such direct dealings, nor shall Agent bring forward any demand for compensation therefrom.

Article 14 Duration

    This Agreement shall enter into force on the signing of both parties. At least three (3) months before the expiration of the term,

    both Seller and Agent shall consult each other for renewal of this - Agreement. If the renewal of this Agreement is agreed upon

    by both parties, this - Agreement shall be renewed for another 3 years period under the terms and conditions herein set forth, with amendments, if agreed upon by both parties. Unless this Agreement shall expire on _______.

Article 15 Termination

    In case there is any nonperformance and/or violation of the terms and conditions including Article 5,6,11 under this Agreement

    by either party during the effective period of this agreement, the parties hereto shall do their best to settle the matter in question as prompt and amicable as possible to mutual satisfaction. Unless settlement should be reached within thirty (30) days after notification in writing of the other party, such other party shall have the right to cancel this Agreement and the loss

    and damages sustained thereby shall be indemnified by the party responsible for the nonperformance and/or violation. Further in case of bankruptcy or insolvency or liquidation or death and/or reorganization by the third party of the other party ,either

    party may forth with terminate this Agreement without any notice to the other party.

Article 16 Force Majeure

    Either party shall not be held responsible for failure or delay to perform. all or any part of the due to Acts of God, Government

    orders or restriction or any other events which could not be predicted at the time of the conclusion of the Agreement and could

    not be controlled, avoided or overcome by the parties. However, the party effected by the Event of Force Majeure shall inform. The other party of its occurrence in written as soon as possible.

Article 17 Trade Terms and Governing Law

    The trade terms under this Agreement shall be governed and interpreted under the provisions of 1990 Inco terms and this Agreement shall be governed as to all matters including validity, construction, and performance under the laws of India. Article 18 Arbitration

    All disputes arising from the performance of the Agreement should be settled through friendly negotiations. Should no settlement be reached through negotiation, the case shall then be submitted for arbitration to the relevant court of Hong Kong and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties. The Arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration organization. WITNESS THEREOF: This Agreement shall come into effect immediately after it is signed by both parties in two original Copies; each party holds one copy.

BLACSYN TECHNOLOGIES XYZ Co Ltd.

______________________________ ______________________________

    Name: Name:

    Designation: Designation:

    Date: Date:

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