THE AGREEMENT OF TRADE AGENCY Association with Limited Liabilities [your company name here] represented by [Authorized person's name here with position here], acting on the grounds of the Association charter, hereinafter referred to as the Manufacturer, on the one hand, and the company "Industrial Supplies and Services Corporation (ISSC)"represented by Kashif Ahmad Abbasi - Business Development Manager, acting on the grounds of the company charter, hereinafter referred to as the Representative (Agent) on the other hand (further on in the text referred to as the Parties) have concluded this Agreement on the following: 1. Subject of the agreement 1.A. The manufacturer entrusts, and the Representative is obliged to execute functions of the regional commercial representative of interests of the Manufacturer in the order and on conditions established by the present Agreement; 1.B. The subject of representation is the "production" of the Manufacturer. 2. Responsibility of the Representative The Representative is obliged: 2.A. To protect interests of the Manufacturer; 2.B. To participate in negotiations as to the possible orders with the third Parties on the territory of South Asia and other countries of Pakistan and Afghanistan; 2.C. To offer items of the Manufacturer on the indicated territory, to care of the business relations with the buyers; 2.D. The representative should plan the scope of sales for a current year; 2.E. To inform the Manufacturer on all problems having technical character; 2.F. In case of necessity to offer the candidates for their training at the Manufacturer's site with the purpose of more vigorous activity at the market; 2.G. To notify the manufacturer on the revealed infringements of his rights; 2.H. In case of termination of this Agreement the Representative is to return to the Manufacturer within 90 (ninety) working days all the goods received from the latter except from those submitted to the Representative as his property. At the manufactures expenses. 3. Responsibility of the Manufacturer The manufacturer is obliged: 3.A. Not to have on the specified territory Representatives dealing with sales of his products; 3.B. To sell his goods through the Representative, to deliver to the Representative such quantity of items, which is necessary according to the confirmed orders; 3.C. Regularly to transmit to the Representative the promotional materials and samples and also provide promotional expenses like main stream advertising, promotion give aways, exhibitions, seminars etc 3.D. Duly to notify the Representative on changes of the terms of goods sale; 3.E. Within 15 (fifteen) working days or less as the circumstance require to transmit to the Representative the confirmation of the order; 3.F. To transmit the invoices, goods and special documentation according to the recommendations indicated in the order; 3.G. If necessary Manufacturer will ensure on territory of its enterprise professional training of the Representative within the terms and on conditions agreed with the Representative; 3.H. Duly to notify the Representative on possible encumbrances in realization of the agreements with the third parties; 3.I. To notify the Representative on changes in the system of domestic trade. 4. Terms of payment and delivery 4.A. The amount of the Representative award constitutes from 15% to 20 % of the total FOB value of the signed and executed contract. Precise amount of the Representative award will be specified in each separate case depending on the conditions of the contract; 4.B. The sum of the Representative award will be wired to the account of the Representative in the Bank indicated by him. The signed and executed contract as well as this Agreement will be the grounds for funds wire. 5. Expansion of cooperation 5.A. Any new mutual relations between the parties following from the present Agreements or connected to it, can, in case of need, become a subject of the separate agreement. 6. Force majeure 6.A. The parties are released of the responsibility for complete or partial non-compliance of the obligations under the present Agreement in that case, when it has arisen by virtue of action of insuperable circumstances, such as a fire, flood, earthquake, military actions. In this case term of realization of the present Agreement is prolonged for the term of action of the indicated circumstances; 6.B. The party, which is not capable to execute the obligations under the present Agreement immediately, but not later than 15 days from the date of rise of the mentioned above circumstances, will notify the other party on this event. The delay of the advice about rise of the circumstances of force majeure deprives the appropriate party of the right to be released from liability under the present Agreement because of these circumstances; 6.C. The sufficient proof of availability and validity of the circumstances of force majeure will be the information of the appropriate chambers of commerce, news websites, and newspapers. 6.D. If the indicated circumstances are in force for more than 6 months, each party has the right to terminate the present Agreement or part of the present Agreement. In this case any of the parties has no right to demand the reimbursement of damage from the other party 7. Resolution of disputes 7.A. Any disputes between the parties, which can arise as a result of the present Agreement, or in connection with it, will be settled out as far as possible by negotiations between the parties; 7.B. In that case, when the parties will not come to the agreement, the dispute will be passed to International Commercial Arbitration court at Switzerland. 8. Terms of validity of the agreement 8.A. The agreement is valid from the moment of its signing by both parties for 3 (Three) years; 8.B. Upon its expiration this Agreement will be considered as prolonged by the Parties if the Manufacturer and the Representative do not inform one another in writing of the Agreement termination within 3 (three) months prior to its expiry; 8.C. After cancellation of the Agreement the Manufacturer is obliged to grant the Representative the possibility to finish the bargains already concluded and begun when the cancellation of the present Agreement began; 9. Language of the Agreement and correspondence 9.A. The official language of the present Agreement and other correspondence is English. 10. Coming into force 10.A. This Agreement acquires the legal force from the moment of its signing by the Parties 11. Change and addition to the present Agreement 11.A. Changes and additions to the present Agreement can be introduced only in written form. Only those changes and addenda to the contract are considered obligatory for both Parties, which are agreed by them and are in writing. 11.B. Agreement between the Parties in the form of exchange of cables, telex and fax messages can be considered as presented in writing. 12. Termination of Agreement and legal consequences 12.A. If the Representative considers that continuation of this Agreement is not possible as a result of non-fulfillment of his obligations by the Manufacturer or due to the occurrence of the circumstances preventing from fulfillment of this Agreement, or if the Manufacturer finds it impossible to continue this Agreement upon the same reasons as the Representative, then the party having such reasons and circumstances should inform the other party thereof in writing, stating the precise reason for Agreement termination; 12.B. The party, which received the notification as per item 11.B of this Agreement will present within 30 (thirty) working days in writing their opinions and suggestions; 12.C. In case of termination of this Agreement as per the previous items, the Parties are obliged to fulfill their obligations upon this Agreement accepted by them prior to the termination date; 12.D. If this Agreement has been terminated due to the faults of one of the Parties without any grounds declared, the other party would have the right to receive reimbursement for the lost profits in accordance with the existing legal regulations. 13. Final clauses 13.A. After the conclusion of the present Agreement all correspondence, precedent to it and documentation loses legal force; 13.B. After signing of the present Agreement additional appendices and the protocols can, according to their contents, supplement or change its separate provisions if they were signed by authorized persons of both parties; 13.C. The present Agreement is constituted in 2 identical equal by the content copies in English, one for each Party. Both copies have equal legal value. [your business name here] THE REPRESENTATIVE Address Address:Suite 001/X, Billy"s Terrace, P.O.Box 11149 ,Gulshan-e-Iqbal 10-A , Karachi -75300 Phone: Phone:9221-8011028 Fax: Fax: 9221-8112561 E-mail: E-mail:isscpak@hotmail.com For [your business name here] For Industrial Supplies and Services Corporation (ISSC) By _____________________________ By ______________________________ Name: [Authorize person name here] Name: Kashif Ahmad Abbasi Title: Title: Business Development Manager Date: ___________________________ Date: ____________________________ Witness 1 Witness 2 DRAFT ISSC Page 5 of 1 ISSC-Draft Agreement