Agency Agreement

This Agency Agreement date on this Friday of 10 October, 2022 into 10 October 2023, is
made between Gading Indrayana as Principal from Timber Pacific (INTRINSIC) and …..
…… as the agent from Pinewood Global LLC, to set forth the exclusive terms and conditions
by which the Principal desires to appoint the Agent to be its Supplier’s representative to
perform selling products in this Agreement on behalf of the Principal or an agreed entity.

Whereby the principal is involved in the business of selling woods product over country from
Indonesia to the Country of UEA and KSA.

In consideration of the mutual obligations specified in this Agreement, the parties, intending
to be legally bound hereby, agree to the following:

1. Scope of Services. Principal retains the above-named Agent, and Agent agrees to
perform for Principal the services outline in this Agreement. Any Service outside of
the scope as defined in this Agreement will require a new Agreement for other
services agreed to by the Parties.

Principal appoints Agent as the Principal’s Agent to perform the Services detailed in
this agreement on behalf of the Principal.

2. Agent Authority, Agent had the authority to bind the Principal is limited to the
Services detailed in this Agreement. Agent is not authorized to bind the Principal in
any way whatsoever beyond the scope of the Service defined herein.

3. Relationship of The Parties, This Agreement is binding on the Principal and Agent.
So that the Principal is only allowed to have contact with the Agent not with the
Client from the Agent, and otherwise the Agent is only authorised to have contact
with the Principal not with the Supplier Principal.

Both Principal and Agent are prohibited from:

a. Principal is prohibited from bypassing buyers which was affiliated with
Agent;
b. Agents are prohibited from bypassing Suppliers which was affiliated with
Principal.
 c. Agents are prohibited getting supply or collaborating with supplier entities
throughout Indonesia that sell products similar to the products listed in this
agreement.

When other things are found in the truth, the consequences in the form of fines will
be imposed on anyone who violates them.

4. Sale of Goods, Agent as the Principal Representative to sale the goods over UEA and
KSA had the right to make a selling agreement from the client.

The goods are Agent selling are any specification of glue, type, grade, adhesive,
wood species, and size of product that supplies by the principle, which consists of:
a. General plywood
b. Laminated plywood
c. Marine plywood
d. Film faced plywood
e. LVL (Laminated Veneer Lumber)
f. LVB (Laminated Veneer Board)
g. Blockboard
h. Bare core
i. MDF
j. Particle Board
k. Flooring
l. Decking
m. Skirting

5. Sales Mechanism, because of the large variety of products marketed, therefore in an

effort to meet the needs of the product to be sold by agent, the agent must convey his
needs to Principal, and then Principal will provide a reference for the product
specifications and the best supplier to be used as representation.

In order to sell products, agents can communicate on behalf of the Supplier, which
was affiliated with Principal as a form of representation to sell products.

Principal as a Supplier representation will always inform all forms of information in

the form of prices and product specifications to the Agent.
 From every reference provided by Principal it can be used as a representation by the
agent, with pre-arranged bypassing restrictions.

Every Supplier that becomes a reference for Agent who comes from Principal is part
of the Intellectual Property.

6. Sales target, As a form of responsibility in their task of trying to sell Principal’s

products, in this agreement the Agent is required to meet the sales target with a
nominal value of 1 million US Dollars.

7. Transaction, Agent as the seller of the product from the Principal must go through
the mechanism for purchasing goods as follows:

a. Agent orders goods to be traded in the UAE dan KSA areas directly through
the Principal by referring to the sales agreement document between Agent
and Principal which will then be made and agreed upon by both parties in the
future;
b. Principal who represent suppliers only receive payments from agents through
the following methods:
I. 100% irrevocable LC at sight;
II. 40% advance payment before production, and then CBD.
c. Agent acknowledges that the identity of the recipient of the payment fund is
different for each transaction, depending on:
I. LC : Account in the name of Supplier following the ordered product;
II. TT : Account in the name of Gading Indrayana.
d. Every transaction is made using US Dollar Currency.

Principal does not accept late payments, especially for cash payments, if there is a
delay then the consequence for Agent is a fine ofthe amount of it must be paid to the
Principal.

8. Commission and Fee,

9. Warranties and Representations, Principal as the supplier of goods will guarantee

all conformity of quality, specification and quantity of the product ordered by the
Agent through a sales contract which is represented by conformity of documents and
 certification in accordance with the agreement of the Principal and Agent which was
designed at the time of pre-order.

If a discrepancy is found, the Agent can complain to the Principal who will be
followed up as a liability.

The Principal’s form of responsibility to the Agent is in the form of replacement of

goods or compensation of money.

10. Exclusivity, As a form of exclusion, Principal are only allowed to sell their products
in UAE and KSA through Agent with the mechanism of making Sales Contracts in
accordance with the Sales Agreement between Principals and Agents when pre-
ordering.

Outside the UAE and KSA areas, the principal can establish all forms of sales
cooperation with any parties without being bound by any form of prohibition in this
agreement.

11. Intellectual Property, All intellectual Property and related materials, including but
not limited to, moral rights, goodwill, trade secrets, applications for registrations or
relev ant registration, rights to any trademark, trade tress, patent, copyright, trade
name, and industrial design which was produced or developed under this Agency
Agreement.

The Agent understands that the aforementioned is a “Work for hire” and shall be the
sole property of the Principal. The Principal’s use of the Intellectual Property shall
not be restricted in any manner.

The Agent may not use the Principal’s Intellectual Property for any purpose other
than contracted for in this Agency Agreement unless the Agent has written consent
from the Principal. The Agent shall be responsible for any damages resulting from
any unauthorized use of the Principal’s intellectual property.

12. Termination, Principal can at any time decide or terminate the agreement based on
his assessment of Agent’s performance evaluation, otherwise Agent cannot terminate
the Agreement without the approval or permission from Principal.
 13. Dispute Resolution, Parties to this Agreement shall first attempt to settle any dispute
through good-faith negotiation. If the dispute cannot be settled between the parties via
negotiation, either party may initiate mediation or binding arbitration in Indonesia.

If the parties do not wish to mediate or arbitrate the dispute and litigation is
necessary, this Agreement will be interpreted based on the laws of Indonesia, without
regard to the conflict of law provisions of such state. The Parties agree the dispute
will be resolved in a court of competent jurisdiction in Indonesia.

14. Governing Law, The laws of Indonesia shall govern as to the interpretation, validity,
and effect of this Agreement.

15. Force Majeure, The Agency and any of its employees or agents shall not be in
breach of this Agreement for any delay or failure in performance caused by reasons
out of its reasonable control. This includes, but is not limited to, act of God or public
enemy; natural calamities; failure of a third party to perform; changes in the laws or
regulations; actions of any civil, military or regulatory authority; power outage or
other disruptions of communication methods or any other cause which would be out
of the reasonable control of the Agency.

This Agency Agreement constitutes the sole and entire Agreement of the Parties regarding the
subject matter contained herin and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, regarding such subject
matter. This Agreement may only be amended, modified, or supplemented by an Agreement
in writing signed by each Party hereto.

IN WITNESS WHEREOF, The Principal and Agent have executed this Agency Agreement
on the day and year first above written.

Dated: _____________________ Dated: _____________________

________________________________ _________________________________
Principal’s Signature Agent’s Signature
________________________________ _________________________________
Principal’s Printed Name Agent’s Printed Name

Principal’s Contact Information: Agent’s Contact Information:

Address: _________________________Address: _________________________

Phone Number: ____________________ Phone Number: ____________________
Email Address: _____________________ Email Address: _____________________

- Mekanisme jalur representative agent dengan supplier Principal dalam

rangka pemasaran ke client target tujuan agent.
- Sanksi yang rigit (jumlah, mekanisme dan tenggat waktu).
- Komisi dan Bayaran

Dalam rangka