Agency Agreement

DATED THE DAY OF AGENCY AGREEMENT BETWEEN:- USA LLC AND CHINA CONSULTANCY LIMITED Page 1 of 7 698449bf-77ad-4473-a74a-4f55baa8c4aa.doc AN AGREEMENT made on the BETWEEN:- day of USA LLC, a company incorporated under the laws of New Jersey (USA) (hereinafter referred to as “the Principal”) and China Consultancy Limited, a company incorporated under the laws of China whose registered office is at xxxxxxxxxx. (hereinafter referred to as “the Agent”) For the purposes of the present Agreement “the parties” shall mean the Principal and the Agent when mentioned jointly. WHEREAS:The Principal is engaged in the provision of consultancy services or any other business of a like nature (hereinafter referred to as “the Principal’s Business”). AND WHEREAS:The Principal wishes to appoint the Agent as its exclusive agent to conduct the Principal’s Business as aforesaid, on its behalf, in the name of the Agent, acting as nominee for the Principal. The Agent agrees to accept such appointment in the Territories defined hereinafter on the terms and conditions described herein and to permit the Principal to conduct the Principal’s Business in the name of the Agent. NOW, THEREFORE, it is hereby agreed between the parties as follows:1. SCOPE 1.1 The present Agreement is made to set the terms and conditions under which the Agent shall, upon written instructions of the Principal, forwarded to the Agent at its offices (as designated by it from time to time), conduct the Principal’s Business, as the Principal’s Agent, in the Territories defined hereinafter (in Clause 2.1 (“the Territories”)). Page 2 of 7 698449bf-77ad-4473-a74a-4f55baa8c4aa.doc 2. TERRITORIES 2.1 The Territories to be covered under the present Agreement shall be Worldwide but shall specifically exclude China (“the Territories”). 3. DURATION OF THE AGREEMENT 3.1 The present Agreement shall commence upon the date of it’s execution and, subject to Clause 14.2 , shall remain in force for a period of one year from the date of this Agreement and shall continue in force until terminated by either Party in accordance with Clause 14.2 below. 4. THE PRINCIPAL’S OBLIGATIONS 4.1 The Principal shall provide the Agent with timely instructions and with documentation and information, support materials, credit assistance and other matters reasonably needed for the Agent to carry out the scope of the present Agreement. 5. THE AGENT’S OBLIGATIONS 5.1 The Agent shall faithfully perform the lawful duties assigned to it by the Principal, in the Agent’s name unless otherwise requested by the Principal, using its best efforts to perform them in a timely and efficient manner. The Agent shall, at all times, exercise due care in the performance of its duties and shall retain and assign such persons (including sub-contractors) as may be required from time to time. The Agent shall not be authorized to bind the Principal to any contracts, agreements or other obligations. Further, the Agent shall at all times, act only with the express authority or upon the instructions of the Principal. The Agent shall not disclose its status as nominee or trustee for the Principal to any third party, except as expressly authorized by the Principal or where required by law. All correspondence, invoices and any other documentation of any kind Relating to the Principal’s Business shall be prepared on the headed paper of the Agent in the Agent’s name and executed by the Agent. It is expressly agreed by both parties that all monies held by the Agent, other than to the extent of the commission and expenses referred to in Clause 8 below, shall be held by the Agent as nominee or bare trustee for the Principal. 5.2 5.3 5.4 6. CONFIDENTIALITY 6.1.1 All matters relating to the Principal’s Business including, but not limited to, financing, customers (both current and potential), suppliers, providers of service, Page 3 of 7 698449bf-77ad-4473-a74a-4f55baa8c4aa.doc know-how, proposed transactions, legal and tax matters and any other information relating to the Principal’s Business which are not in the public domain, are deemed by the Parties, to be the Principal’s trade secrets. 6.2 The Agent will not willingly and knowingly disclose or allow to be disclosed, any trade secret to any third party without the prior written authorization and instruction of the Principal during the term of this Agreement or at any time thereafter. The Agent will not willingly or knowingly compete directly or indirectly with the Principal in the Principal’s Business as now carried on nor will the Agent willingly or knowingly commit an act which encourages competition with the Principal by any third party, regardless of whether or not the Agent profits from any such act or competition. Upon termination of this Agreement, the Agent will return to the Principal all documents, records, reports, computer programs and the like forthwith upon demand by the Principal. All such items are the property of the Principal and the Agent agrees that it will not retain any copies thereof after termination of this Agreement. The Agent shall retain for delivery to the Principal, when requested, all original documentation, records, internal reports, financial information and information relating to customers, suppliers and providers of service which are in the Agent’s possession and which relate directly or indirectly to the Principal’s business and activities. The Agent agrees that for the 12 months period following the date of termination of this Agreement, the Agent will not directly or indirectly compete with or encourage competition with the Principal in the Principal’s Business within the aforementioned Territories. The Agent agrees that such restrictions will not cause an undue burden on the Agent or constitute an unreasonable restraint. 6.3 6.4 6.5 7. RELATIONSHIP OF THE PARTIES 7.1 The relationship of the parties is that of Agent and Principal. Nothing herein contained nor arising in the course of conduct between them, shall be deemed to create a partnership or co-venture between the Parties. The Agent shall not negotiate or arrange third party contracts. Terms and conditions relating to the Principal’s Business are to be set exclusively by the Principal itself. Furthermore, the Agent shall have no right to bind the Principal and no right to enter into supply contracts without the prior written authorization of the Principal. Page 4 of 7 698449bf-77ad-4473-a74a-4f55baa8c4aa.doc 8. REMUNERATION OF THE AGENT 8.1 In consideration for its services rendered, as contained in the foregoing paragraphs, the Principal shall pay to the Agent a commission equivalent to 5% of the total gross profits actually received in respect of business activities carried out on behalf of the Principal. The aforesaid commission shall be paid based upon written invoices submitted to the Principal by the Agent (if the Principal requires such invoices). For the avoidance of doubt, both parties agree that the profits, other than to the extent of the above-mentioned 5% commission, are and at all times will be, the sole and absolute property of the Principal. From time to time, at the Principal’s request, the Agent shall permit the duly authorized representative of the Principal to inspect the Agent’s books relating to the Principal’s Business. The costs of this examination shall be borne by the Agent only in the event that such examination reveals an underpayment by the Agent of 5% or more. 8.2 9. FUNDS RECEIVED ON ACCOUNT OF PRINCIPAL’S BUSINESS 9.1 All funds received by the Agent on account of the Principal’s business shall be deposited at ENTER BANK NAME, net of the Agent’s commission and allowable expense reimbursement, in an account in the name of the Principal, all such funds being subject to the obligations contained in clause 5.4 above. 10. EXPENSES 10.1 The Agent shall be operating in its own name and account. Therefore, all expenses incurred by it and relating to its business operations as herein described, shall be paid for by the Agent. The Principal shall reimburse the Agent for expenses it has properly incurred in providing services under this Agreement, provided that the expenses are properly documented and approved by the Principal. The Agent shall be responsible for all tax liabilities relating to the 5% commission payable to the Agent under clause 8.1 of this Agreement. 10.2 10.3 11. RESERVATION OF RIGHTS 11.1 All duties and rights arising from the present Agreement shall not be transferred or assigned to third parties, (subject to the right of the Agent to appoint subcontractors) unless prior written consent has been given thereto by the Principal. Page 5 of 7 698449bf-77ad-4473-a74a-4f55baa8c4aa.doc 11.2 The present Agreement cancels and replaces any previous agreement having the same or similar content. No changes shall be permitted unless they are expressed in writing and signed by both parties. 11.3.1 If any part of this Agreement should contravene matters of public policy, the remainder of the Agreement shall continue with full force and effect and the offending paragraphs and sections shall be deemed to be reformed to provide to the Party intended to be benefited thereby, with the greatest protection available under the laws and public policy applicable. 12. INDEMNIFICATION 12.1 The Principal shall indemnify the Agent fully and effectively against any liabilities, costs, expenses, damages or claims which the Agent will incur in properly conducting the Principal’s Business on behalf of the Principal, excluding normal business and expenses, with the exception of gross negligence and willful default of the Agent. 13. ARBITRATION 13.1 Should, at any time, a difference of opinion arise in relation to the present Agreement, and the obligations there under, the parties shall first endeavor to solve such difference in an amicable manner. Should the parties not reach an agreement, all disputes shall be settled by binding arbitration in the XXXX Court of International Arbitration under the rules of the International Chamber of Commerce. The language of the arbitration shall be English and the applicable law shall be that of Ireland. The Parties shall endeavor to agree a single arbitrator. Failing agreement within 30 days of one party notifying the other, the President of the XXXX Court of International Arbitration shall nominate one at the request of either party. 13.2 14. GENERAL PROVISIONS 14.1 This Agreement is signed in two copies in English, both having equal legal force for each Party. Either party may terminate this Agreement at any time. The party seeking to terminate this Agreement must provide the other party with a written notice of the intent to terminate no later than 90 days prior to the intended date of termination. Without such notice, this Agreement shall not be terminated. Either party may also terminate this Agreement immediately in the event of the other party’s breach if, upon notifying the party in breach (specifying such breach fully) the party in breach fails to remedy the breach within 90 days of notification. The provisions set forth in Article 6 shall remain in effect indefinitely, regardless of whether this Agreement has been terminated. Page 6 of 7 698449bf-77ad-4473-a74a-4f55baa8c4aa.doc 14.2 14.3 Any notice required to be given hereunder is deemed duly served if delivered by hand or sent by registered or recorded delivery post to the last known address of the party to be served and is deemed to be served at the time when the same is delivered to such address or, if served by post, 48 hours after the time of posting. Signed by USA LCC Signed by China Consultancy Limited _____________________________ Director ____________________________ Director Page 7 of 7 698449bf-77ad-4473-a74a-4f55baa8c4aa.doc