Exclusive Agency Agreement

1、Exclusive Agency AgreementThis agreement is made and entered into by and between the parties concerned on in Beijing, China on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follow:1. The Parties ConcernedParty A: Party B: 2. AppointmentP

2、arty A hereby appoints Party B as its Exclusive Agent to solicit orders of the product stipulated in Article 3 from customers in the territory stipulated in Article 4, and Party B accepts and assumes such appointment.3. Products4. TerritoryIn Peoples Republic of China (Mainland only)5. Minimum turno

3、verParty B shall undertake to solicit orders of the above products from customers in the above territory during validity of this agreement for not less than USD .6. Price and PaymentThe price for each order of the PRODUCTS, according to the pricing set out in the attached Exhibit A.Confirmed, irrevo

4、cable L/C is opened by the Party B in favor of Party A for the full amount of all payments under this agreement at the time of the order shall make payment.7. Exclusive Right1) In consideration of the exclusive rights granted herein, Party A shall not, directly or indirectly, sell or export the prod

5、ucts stipulated in Article 4 to the third party in Mainland China through channels other than Party B; Party B shall not sell, distribute or promote the sales of any competitive or similar products in Mainland China and shall not solicit or accept orders outside Mainland China. Party A shall refer t

6、o Party B any enquiries or orders for the products in question received by Party A from other firms in China Mainland during the validity of this agreement.2) Party B agrees not to disclose any confidential information and inventions of Party A (the "SUBJECT") including, but not limited to

7、, proprietary information, know-how, trade secrets, and ideas possessed and owned by the Party A relative to the PRODUCTS and methods of using the PRODUCTS. Party B agrees that all writings, drawings, and/or photographs above the SUBJECT which have been or may be submitted to Party B, including any

8、patent applications currently pending or to be filed by Party A regarding to the SUBJECT, will remain the property of Party A, and Party B will return all such prototypes, writings, drawings, and/or photographs and all copies thereof to Party A upon request. The Party B agrees that it will maintain

9、the confidentiality of all Confidential Information disclosed herewith by the Party A pursuant to this Agreement, whether disclosed in sample form, oral form, written form, or other medium.3) The Party A agrees that they will create a partnership, joint venture or relationship of agency with Party B

10、, against Party A have intent to found a manufactory in China.4) Party B shall not make any material misrepresentations to any individual, organization, corporation, proprietorship or other entity about Party A or potential uses, application techniques, performance characteristics, availability or o

11、ther important information regarding the PRODUCTS. Specifically, Party B shall advise customers to use the PRODUCTS only in accordance with procedures communicated from Party A and any deviations from Party A's procedures shall be communicated from Party B to Party A at least 24 hours prior to i

12、mplementation. Further, the Party A and Party B shall provide, at the other's request, reports of operating conditions and all additives or treatments being used in conjunction with the PRODUCTS sold under this agreement.5) The parties agree that if Party B or its employees or representatives sh

13、ould develop any improvement to the PRODUCTS or processes for using the PRODUCTS, then Party B or its employees or representatives shall communicate such developments to the Party A and assign any and all of its rights, title and interest to such developments or inventions to Party A. Party B will r

14、eceive a reasonable royalty of sales of such developed and assigned products or processes for the life of any resulting Patent and shall have the non-assignable and non-transferable right to distribute and sell the developed products or practice the processes in the territory of China covered by thi

15、s agreement and under terms consistent with this agreement or terms later agreed to in writing between the parties.8. Validity of Agreement1) This agreement, when duly signed by the both parties concerned, shall remain for 12 months from to , and it shall be extended for another 12 months upon expir

16、ation unless notice in writing is given to the contrary.2) If any provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or unpaired thereby.3) This agreement shall no

17、t be assignable by Second Party without specific written consent of the First Party.4) This Agreement contains the entire understanding of the parties with respect to the PRODUCTS and supersedes all other written and oral agreements between the parties with respect the PRODUCTS.5) This Agreement sha

18、ll be governed by the laws of the Peoples Republic of China, excluding any conflicts of laws provisions which would attempt to impose the laws of any other jurisdiction.6) This Agreement shall be binding on the heirs, successors and assigns of the parties hereto.9. Termination During the validity of

19、 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.10. ArbitrationAll disputes arising from the performance of this agreement shall be settled through friendly negotiation. Should no settlement be

20、 reached through negotiation, the case shall then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing) and the rules of this Commission shall be applied. The award of the arbitration shall be final and binding upon both parties.IN WITNESS WHEREO

21、F, the parties have caused this Agreement to become effective as of the date last executed below by a signatory to this Agreement.PARTY A PARTY BBY: BY:独家代理协议本协议由和进入当事人之间,在北京,中国在平等互利的基础上开展业务的条款和条件双方同意如下:1。当事人甲方:乙方:2。任命甲方指定乙方为其独家代理,为产品的招揽订单条规定的3条所列区域的顾客中4,乙方接受上述委任。3。产品4。领土在中华人民共和国(大陆唯一的)5。最低营业额乙方应负责招

22、揽订单以上产品的客户在上面的领土在本协议有效期不少于美金。6。价格和支付每本的订价产品的订单,根据定价中设定附加表现出一种。保兑的、不可撤销的信用证开乙方赞成甲方全额支付的所有根据本协议时的顺序必须付款。7。专有权1)在考虑的专有权准予,甲方不得直接或间接地出售或出口4条规定的产品给第三方通过渠道在中国大陆以外的其他乙方,乙方不得出售,发布或促销的任何竞争或类似产品在中国大陆,不得请求或中国大陆以外接受订单。甲方应指乙方有任何查询或问题的商品订单由甲方收到来自其他公司在中国大陆在本协议有效期。2)乙方同意不披露任何保密信息和发明的甲方(“主题”),包括但不限于,专有信息、知识、商业机密和思想,拥有和属于甲方相对于产品和方法的使用产品。乙方同意,所有作品,图画,和/或上面照片的主题已经或者可能提交给乙方,包括任何专利申请待审或提起由甲方根据主题,将保留所有权甲方和乙方将返回所有这些样机、文字、图画、和/或照片和所有副本甲方经请求。乙方同意其将维护机密的所有机密信息披露的面额甲方根据本协议规定,在样例表单是否披露,口头形式,书面形式或其他媒介。3)甲方同意,他们将创建一个伙伴关系,成立合资企业或机构与乙方的关系,针对甲方有意向在中国发现一个工厂。4乙方不得作出任何材料虚假陈述到任何个人、组织、公司、独资或其他实体对甲方或潜在的用途、应用技术、性