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Dear Sirs It is agreed that you act as our Exclusive Agent on the following terms: 1.

M/S ___________________ (Principal) appoints [M/s Chemcentre] to be Exclusive Agent for the sale of its products in [Pakistan] (the Territory) and accepts such appointments. 2. The principal’s address:

3. The Exclusive Agent’s address:
M/S CHEMCENTRE 7 - B, 4TH FLOOR, NELSON CHAMBER, ADJACENT M. C. B. TOWER, MAIN. I. I. CHUNDRIGAR ROAD, KARACHI 74200, PAKISTAN PH: (+92 21) 263 1213, 2213917/9 FAX: (+92 21)263 7922 / 241 0239 In the following shortly called M/S CHEMCENTRE

4. The products to which this Agreement applies are complete range of product produced by principal. 5. This Agreement shall take effect from the first day of 01-01-2008 and shall continue in force for an initial period of twelve months and thereafter will continue, until terminated by either party giving to the other not less than three months notice in writing. 6. The business between the Principal and the Agent shall be at the prices and payment terms payable upto 180 days to be agreed either as: • • 7. By the Agent purchasing outright its requirements of the Products for re-sale; By the Agent passing to the Principal for execution, orders for the products from customers.

As remuneration for its services, the principal will grant to the Agent an allowance of value of all products shipped to the Territory pursuant to Paragraph 1 of this Agreement. Such allowances will be in the form of a commission on sales invoiced directly by the Principal to customers. Commission is to be paid to the Agent within thirty days from the end of each quarter in respect of all shipments [for which the Principal shall have received payment from customers] during that quarter.

Cont’d…

8.

The sole agent is allowed following discounts and can forward to the clients on the payments terms stated below: a) b) c) CAD / Bank Contract payable at sight: Irrevocable Letter of Credit / Bank Contract Payable at 30 days from the date of B/L: Irrevocable Letter of Credit / Bank Contract Payable at 60 days from the date of B/L: 5.00% of CFR Price. 4.00% of CFR Price. 3.00% of CFR Price.

9.

The Principal will not without the consent of the Agent directly or indirectly or in any other brand sell the products other than through the Agent to customers in the Territory and will refer all enquiries and orders from the Territory to the Agent without failure. The Agent will not appoint sub-Agent except with the prior approval of the principal. The Agent will use its best endeavours to promote the sale of the products in the Territory and will supply the principal with all available information on demand, competition, prices and market development. The Agent will be supplied free of expense by the principal with all reasonable necessary samples, literatures, general information and promotional giveaways. The principal will provide adequate quantity of sales promotion material free of cost to the Agent. The principal will provide all the necessary support either technical or commercial required by the agent for the promotion of sales of their product range. Principal will also assist and pay to the agent expenses, charges, remuneration incurred by the agent as per mutual understanding and agreement. This Agreement shall be subject to the law of Pakistan and all disputes which may arise in relation thereto shall be submitted to the arbitration of the High Court of Pakistan under and in accordance with its rules and the date hereof. Both the parties have singed hereunder an agreement to all the above conditions. Signed for and on behalf of M/S ___________________ ..................................................... Date: …………………………… Signed for and on behalf of M/s Chemcentre . ..................................................... Date: ……………………………

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