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Profit Share Agreement Events - DOC

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					                                      AGENCY AGREEMENT

This Agreement is negotiated by and between Jaypie International Logistics Co.Ltd (hereinafter referred as
“Jaypie” Headquartered in Beijing, China, located at Rm12A08,Bldg A,Ocean Express Mansion,Bing No.2
South Road East Third-Ring in Chaoy ang District,in the business of Freight forwarding via Air and Ocean
and Logistics services and ________________________(hereinafter referred as "Representative") located
at

1.      PURPOSE

        The purpose of this Agreement is to establish a business relationship between the parties hereto
        whereby JAYPIE and Representative perform on behalf of themselves and each other the handling of
        transportation and other related services as may be required with respect to international and
        domestic cargo transportation and other freight forwarding and logistical services (the "Cargo
        Services"). JAYPIE appoints Representative as its non exclusive forwarding representative and
        Representative appoints JAYPIE as its non exclusive forwarding representative. In addition, both
        parties hereto agree to cooperate with each other for the development of mutually beneficial Cargo
        Services.



2.      SCOPE

A.      Type of Transport. This Agreement shall apply to cargo transported by ocean, air, and/or ground
transportation from each party's territory to the territory of the other party.

B.      Services to Be Performed.

        (i)     Consolidation of cargo by containerized methods and by conventional, unimodal and
                multimodal means; collection and/or receiving cargo from shippers; and transportation and
                delivery of cargo to consignees.

        (ii)    Collection from shippers, transportation and delivery to consignee of consignments to be
                forwarded as individual shipments.

        (iii)   Logistics services, including but not limited to warehousing and distribution.

        (iv)    Agency services relating to items (i)-(iii) above on behalf of the other party, as
                specifically authorized by such other party.

        (v)     Import brokerage and customs clearance services.

3.      MARKETING, SALES, ADVERTISING AND COMMUNICATION

A.      Each party hereto shall use sound and commercially reasonable business practices to advertise the
trade and industry services which they offer and shall keep the other party informed of potential business and
prospective customers, and further, shall endeavor to obtain orders for transportation of cargo to and from the
other party's territories. Neither party shall be required to pay or share in the payment of advertisement,
promotional materials or events, sales expense allocation, or any other marketing or advertising expense
incurred by the other party without its prior written agreement to pay or share in the payment of same.

B.     JAYPIE and Representative shall adapt their rates and tariffs according to the relevant market needs.
No business may be sold at rates below the agreed buying rates unless specifically otherwise agreed in

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writing, provided, however, that if either party should sell at a rate below the buying rate without obtaining
the prior written agreement of the other party, the selling party shall be responsible for one hundred percent
(100%) of any loss associated with same.

4.      OPERATIONS AND RESPONSIBILITIES

Receiving Party and Sending Party. For purposes of this Agreement, "Receiving Party" shall mean the party
whose territory is the destination of the shipment and "Sending Party" shall mean the party whose territory is
the origination of the order for the transporting of the shipment.

A.       JAYPIE and Representative shall be responsible for receiving and/or shipping cargo and documents
from cargo carrier(s) in their respective territories and shall sign for receipt of same. Upon making delivery
of the shipment or documents to consignee or consignee's authorized representative, Receiving Party will
obtain a delivery receipt legibly signed or stamped by the consignee for each shipment and will comply with
the Sending Party's operational procedures concerning receipts. It shall be the responsibility of the Receiving
Party to determine if any shortage or obvious damage has occurred to any shipment. In the event of any
shortage or damage, the Receiving Party shall promptly file the appropriate claim against the carrier and shall
immediately notify the Sending Party in writing. In the event the shortage or damage was of a concealed
nature, not discoverable at the time of acceptance, the Receiving Party shall promptly file the appropriate
claim against the carrier when Receiving Party is informed of the shortage or damage and shall immediately
notify the Sending Party in writing.

B.      The Receiving Party shall hold the ultimate consignee responsible for all charges incurred at the
break bulk and/or at the destination point, related to customs clearance, delivery, storage and re-shipment
unless special written instructions are given by the Sending Party with respect to specific shipments.

C.      Receiving Party will notify each individually "named consignee" and the "also notify party"
appearing in the Sending Party's ocean bill and air waybill by the fastest means of communication possible,
preferably by telephone and confirmed by facsimile or electronic mail, of the arrival of each shipment.

D.     The Receiving Party's responsibility, where shipments are consigned to a bank or custodian, is to
advise bank or custodian of arrival as set forth in paragraph 5.C above, and to release shipments or
documents only after receiving written authorization for such release from said bank or custodian.

E.      If the consignee does not respond to the notice of arrival from Receiving Party, the Receiving Party
must notify the Sending Party's origin station no later than five (5) days after the arrival of the shipment and
request disposal instructions.

F.     Receiving Party will obtain authorization for customs clearance from consignee prior to clearing
shipment through customs.

G.      If consignee elects not to utilize Receiving Party's services to perform customs clearance, the
Receiving Party will, after compliance with its duties to Shipping Party, turn over all documents to consignee
or consignee's duly appointed authorized representative.


H.      Collection of Freight Charges and Other Charges

        (i)     JAYPIE and Representative shall collect freight charges and other charges for the Cargo
                Services provided or performed by the other.



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          (ii)         Responsibilities for collection of monies by the other party will be accepted by such party
                       only where the party requesting such collection provides such other party with contracts of
                       carriage covering the cargo for which request for collection has been issued.

          (iii)        Where it is not possible to provide contracts of carriage to the party accepting responsibility
                       for the collection of monies on behalf of the other party, the collecting party shall
                       nevertheless make every reasonable effort to collect such monies; provided, however, that
                       the collecting party shall not be required to take any legal action, such as retaining legal
                       counsel or bringing suit, in order to collect such monies.


I.        Shipments Release Each of JAYPIE and Representative agree not to release partially or totally any
          shipment until:
          .
                 Original bill of lading which issued by sending party is received with paper
                  endorsement by receiving party.
                 Any and all written instructions and/or terms of release by other documents are
                  satisfied.
                 and all Any written authorization required by bank is received.
                 If the receiving party release any cargo and/or shipping documents without
                  collecting all outstanding charges due the Sending Party, including any C.O.D.
                  charges, then the Receiving Party shall be liable to the Sending Party for payment in
                  full of all charges not collected and shall remit such payment as provided for in
                  Section 6 of this agreement.


J.        Collection of Shipper's C.O.D.

          (i)          The Sending Party is not permitted to send shipments on a C.O.D. basis without the prior
                       notification and approval of the Receiving Party.

          (ii)         Where shipments are shipped on a C.O.D. basis, the Receiving Party shall not release such
                       consignment until payment of the C.O.D. is received from the consignee.

          (iii)        All C.O.D. amounts shall be remitted to the Receiving Party in the currency as shown on the
                       applicable invoice.

          (iv)         Should a consignee refuse to accept a C.O.D. shipment, the Receiving Party shall notify the
                       Shipping Party immediately by facsimile. The Sending Party shall provide written disposal
                       instructions to the Receiving Party as promptly as possible.

     K.           Expenses. Each party shall bear its own costs and expenses incurred in connection with the
                  Cargo Services covered by this Agreement, including traveling, communication and other
                  incidental expenses.

     L.           Profit Split, Agency Fee


                  a.    Free agency fee( receiving agency fee)

                        Sending party one -sided sales and routed shipment

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            b. Minimum agency fee( sending agency fee)

             by how box          share per remarks
             air                USD30/AWB
             sea FCL 20’/40’/HC USD30/ box
             sea     LCL        USD30/ BL

            Receiving party one–sided sales and routed shipment, freight collect.


           c. 50% /50% profit share, for , one-sided sales but use other side provided ocean rate.


5.      SETTLEMENT AND REMITTANCE

A.      Invoices and Payment. Each party shall render an invoice to the other party, for all Cargo Services
performed by such party during the prior calendar month pursuant to this Agreement. This invoice shall also
include amounts outstanding for previous months’ activities not yet settled.
(Sample):
      Ocean shipment, for HB/L freight payment “collect” but MB/L freight payment “prepaid” shipment
         (the Sending party advance payment shipments), the Receiving party agreed to remit payment to the
         Sending party within Fifteen (15) days from actual arrival date of shipment.
         The Sending party release above mentioned credit term to The Receiving party may base on the
         condition that The Receiving party assigned continues and stable nominate shipments to the Sending
         party for shipment handle.
      Ocean shipment, for both HB/L and MB/L freight payment “prepaid” shipment, all amounts for
         ocean/air freight included in such invoice must be paid before shipment arrival destination.
      Ocean freight, for both HB/L and MB/L freight payment “collect” shipment, the Receiving party
         agree to remit payment to the Sending party immediately if any of below mentioned conditions was
         satisfied: 1) Fifteen (15) days from actual arrival date of shipment. 2) Outstanding invoice amount
         due to the Sending party reach USD5000.
      Air shipment, credit term will be 30 days.We will settle the statement at the end of each month.

 (ii) Each party shall remit all monies due to the other party by electronic or wire transfer to such other
party's bank account. Each party shall provide the other with written instructions as to all bank account
information necessary to provide for electronic or wire transfers to its bank account. Either party shall have
the right to change any written instructions for remittance to its bank account at any time u p to forty-eight
(48) hours before such remittance is due to be made.

B.       Disputed Amounts. In the event a dispute arises as to an amount due under any invoice, air waybill
or bill of lading, the party responsible for making the payment shall pay all undisputed amounts pending
resolution of the dispute. Disputes of charges and profit share payments/credits must be given in writing,
with a detailed explanation as to the dispute, within thirty (30) days from receipt of invoice or receipt of
payment or credit. In the event a full payment is made pending resolution of a dispute, such full payment
shall not be deemed to be a waiver of any rights to recoup an overpayment. In the event a shipper or
consignee files a complaint or claim under any invoice, air waybill or bill of lading or requests a copy of any
documentation, the party receiving the complaint, claim or copy request shall immediately notify the other
party.



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C.      No Deductions for Cargo Claims. No deduction from amounts due shall be allowed for cargo
claims. Cargo claims shall be settled individually between the parties in the normal course of business.

D.      Remittances. All remittances pursuant to this Agreement shall be made in the currency of the
original shipping invoice, unless otherwise agreed to in writing by both parties. Bank/transfer charges
incurred with the remitting bank will be borne by the agent party making such remittance, bank
transfer charges incurred with the bank receiving such remittance, will be borne by the agent party
receiving such funds. If either party request other party to make bank wire times over this
agreement agreed (article 5, A), the additional wire transfer fee will be borne by the agent party
receiving such funs.

Each party shall perform all other accounting matters in accordance with instructions and/or written
agreements of both parties, and in accordance with all applicable laws and regulations.

6.      AUDIT

A.      During the term of this Agreement and for a period of one (1) years thereafter, both parties shall keep
copies of the invoices pertaining to the Cargo Services.

B.      Upon reasonable advance notice and during normal business hours, either party may, at its option
and expense, conduct audits and make copies of the invoices related to the Cargo Services. If any audit
reveals overcharges or undercharges, appropriate adjustments shall be made upon completion of the audit.

7.      TRADE NAMES AND LOGOS

Except by mutual written consent, neither party shall use or cause to be used the other's name or any
imitation or variant thereof as part of its corporate, business or trade name nor grant such use to any
subsidiary, affiliate or agent in any country. Neither party may use the other party's name in any publicity,
sales or marketing materials without the prior express written consent of that party.

Neither party shall register or attempt to register any corporate, business nor trade name, logo, trademark or
service mark used by the other in any country.



8.     Arbitration + Jurisdiction
All disputes, which cannot be solved amicably, shall be settled by arbitration. Both parties agree to
put the case to the board of arbitrators acceptable both parties. Action against each party may only
be instituted in the country where the counter party has his principal place of business and shall be
decided according to the law of that country.


9.      TERM AND TERMINATION

A.       Term. This Agreement shall become effective immediately upon the execution hereof as of the date
set forth above, and shall remain in full force and effect for an initial term of three (1) years and shall be
automatically extended for successive one (1) year terms unless either party gives notice to the other party
not less than sixty (60) days prior to the termination of the initial term, or the term as may be extended from



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year to year, of its intention to terminate this Agreement (in which case termination shall be effective upon
completion of the then current Term) or unless terminated sooner as herein provided.

B.       Termination. This Agreement may be terminated by either party, for any reason, by either written
mutual consent of the Parties or upon either party giving sixty (60) days prior written notice of termination.
Either party may terminate this Agreement in the event the other party defaults in the performance of any of
its duties and obligations and the default is not cured within sixty (60) days after written notice is given to
the defaulting party. Either party may terminate this Agreement immediately upon notice to the other party,
if such other party shall become insolvent or if a receiver or trustee in bankruptcy is appointed for such other
party and its assets or if any petition, proceeding or action is instituted against such other party.

In the event of termination, each party shall fulfill its obligations to the other party up to the date of
termination. All financial obligations of each party are valid and enforceable until paid.


10.     FORCE MAJEURE

In the event either Party is rendered unable to carry out its obligations under this Agreement, other than to
make payments due hereunder, by war, declared or undeclared, fire, flood, hurricane, embargo, accident, act
of terrorism, governmental order, prohibition of export or import of goods, regulations or any other cause
beyond the control of such party, the obligations of the party affected by such force majeure, other than the
obligations to pay monies hereunder, shall be suspended for as long as the condition exists. Such suspension
shall not affect the running of the term of this Agreement.


11.     Lien


Both parties shall have a lien on the goods for any amount due under this agreement and may
enforce such a lien in any reasonable manner.


12.     ASSIGNMENT

A.      This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their
respective heirs, legatees, administrators, successors and permitted assigns. No assignment by either party of
this Agreement or of any rights or obligations hereunder shall be valid without the prior written consent of
the other party hereto.

B.      Representative agrees that any change in the legal or beneficial ownership of Representative shall be
subject to sixty (60) days' prior written notice to JAYPIE. Representative undertakes that it will be a
condition of any such change of ownership, that the person, persons or entity who acquire the business of
Representative, or any interest therein, shall accept liability, jointly and severally with Representative, for
any obligation of Representative to JAYPIE as of the date of such change of ownership and that such person,
persons or entity shall be bound by the terms of this Agreement.

13.     NO WAIVER

No waiver by either party of one or more defaults by the other in the performance of any of the provisions of
this Agreement shall operate or be construed as a waiver of any other or further default or defaults whether of


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a like or different character. No waiver shall be effective unless it is in writing and signed by the waiving
party.

14.      AMENDMENTS

Amendments and/or changes to this Agreement or its Addendums shall be in writing signed by authorized
representatives of both parties.

15.      JOINT EFFORT AND ENTIRETY OF AGREEMENT

The Parties stipulate and agree that this Agreement shall be deemed and considered for all purposes as
prepared through the joint efforts of the Parties, and shall not be construed against one Party or the other as a
result of the preparation submittal or other event of negotiation drafting or execution hereof.

This Agreement, together with the Addendums attached hereto and initialed by both parties, contains the
entire understanding between the Parties with respect to the matters hereunder. No other agreement,
statement, or promise made by either Party, or by any employee, officer, or agent of either Party, which is
not contained in this Agreement, shall be binding or valid.

IN WITNESS WHEREOF, JAYPIE and Representative hereby have caused this Agreement to be executed
in duplicate originals as of the date first stated above as evidenced by the signature of the authorized officers
or officials.




JAYPIE INTERNATIONAL LOGISTICS CO.LTD                   Representative:

By___________________________________                   By__________________________________
  Authorized Signature                                    Authorized Signature
  ___________________________________                     ___________________________________
  Printed Name                                            Printed Name
  ___________________________________                     ___________________________________
  Position/Title                                          Position/Title
  ___________________________________                     ___________________________________
  Address                                                 Address



  Date                                                     Date




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