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Exclusive Agency Agreement

This agreement is made and entered into by and between the parties concerned on __________
Date in ________Place on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows:

1. The Parties Concerned
Party A:________ Party B:_______
Add:____________ Add:________
Tel: ___________ Tel: __________
Fax:___________ Fax:___________

2. Appointment
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.

3. Commodity

4. Territory
In __________
for example: Guangzhouonly.

5. Minimum turnover
Party B shall undertake to solicit orders for the above commodity from customers in the above territory during the effective period of this agreement for not less than RMB_________.

6. Price and Payment

7. Exclusive Right
In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the commodity stipulated in Article 4 to customers in territory throchannels other than Party B; Party B shall not sell, distribute or promote the sales of any products competitive with or similar to the above commodity in territory and shall not solicit or accept orders for the purpose of selling them outside territory. Party A shall refer to Party B any enquiries or orders for the commodity in question received by Party A from other firms in territory during the validity of this agreement.

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

9. Industrial Property Rights

Party B may use the trade-marks owned by Party A for the sale of the Automobile paint covered herein within the validity of this agreement, and shall acknowledge that all patents, trademarks, copy rights or any other industrial property rights used or embodied in the Automobile paint shall remain to be the sole properties of Party A. Should any infringement be found, Party B shall promptly notify and assist Party A to take steps to protect the latter is 2/4 rights.

10. Validity of Agreement

This agreement, when duly signed by the both parties concerned, shall remain effect for _____ months from ________(date) to ________(date).

11. Termination

During the validity of this agreement, if either of the two parties is found to have violated the stipulations herein, the other party has the right to terminate this agreement.

12. Force Majeure

Either party shall not be responsible for failure or delay to perform all or any part of this agreement due to flood, fire, earthquake, draught, war or any other events which could not be predicted, controlled, avoided or overcome by the relative party. However, the party affected by the event of Force Majeure shall inform the other party of its occurrence in writing as soon as possible and thereafter send a certificate of the event issued by the relevant authorities to the other party within 15 days after its occurrence.

16. Inspection and Acceptance

Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within __________ days of receipt of the shipment, Distributor shall notify Supplier in writing of any shortages, defects or damage, which Distributor claims existed at the time of delivery. Within ______ days after the receipt of such notice, Supplier will investigate the claim of shortages, defects or damage, inform Distributor of its findings, and 3/4 deliver to Distributor Products to replace any which Supplier determines, were in short supply, defective or damaged at the time of delivery.

13. Arbitration

Any dispute arising from or in connection with this contract shall be submitted to court where is Party A is located, which shall be conducted in accordance with the Commission is arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

Party A:_______________ Party B: ____________________

(Signature) (Signature)

Sponsor:Yingkou Liaonan Devi Machinery Equipment Co.,Ltd.
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