Agreement made | Today's Date | |
with International Trade Solutions, company and agent and having it's principle place of business in Korea and Your business information |
Principle
The undernamed has asked to do business with Principal and requested a commission or agent agreement.
1)
Agent:
Agent shall operate as an independent agent and shall be paid on a commission basis. Special Agent shall pay his own expenses, and from time to time may be required to pay fees on business it wished Principal to explore.
b. Agent is empowered to organize business and find equipment vendors and clients which need facilitatation or financing on a "best efforts" basis.
1.2
a. Agent is authorized to interface with client in order to sell devices to Principal.
b. Agent is not an officer of Principal and cannot hold it's self out as such. Agents may solicit business indicating they have an agency agreement with the Principal.
1.3 Agent shall be paid by wire transfer within 1-2 days after any transaction in which the party has been introduced or Principal becomes buyer or seller.
2. License and Fees:
No license is included in this agreement
3. Other Business:
a.Agent may engage in his own business separate from Principal.
b.Principal is not liable for any business in which the agent conducts his own business, and is only liable for any business on which it has obligated itself in writing.
4.Mutual Projects Tasks:
A Mutual Project Task is one in which both parties have agreed to participate in it's development under "best effortS" in which
Agent tries to find a buyer or seller for Principal.
5. Basic Standard Commission
Principal will pay commissions of * | *Product or Service and commision to be paid |
on every piece
Other commissions as agreed in writing.
6. Confidentiality and Non-Disclosure and Right to Provide License:
Prior to submitting the Agreement which shall include confidentiality, terms, or any information or documents exchanged between the parties for the purpose of the Project shall be governed by the terms of a Nondisclosure and Proprietary Rights Agreement("NDA"), or under normal and customery fiduciary rules of good business confidentiality as set up by the International Chamber of Commerce.
7. Intellectual Property Rights
All intellectual property that is owned or controlled by a party at the commencement of any joint business shall remain under the
Ownership or control of such party.
a. Any intellectual property developed during the course of the Services ("Innovations") and which is directly and solely derived from a party's intellectual property will be owned by that party.
b. Any and all innovations that directly derive from both parties' intellectual property or from neither party's intellectual property will be jointly owned by both parties.
c. Intellectual property shall include all copyright, patents, mask works, whether or not applied for, confidential information, and trade secrets.
d.The parties agree to work in good faith to establish, and include in the work to be done,a reasonable field of user restrictions to protect both Special Agent and Principal from competative uses of specific items in the technology and other information.
8. Indemnification:
This agreement is not intended to shift the risks associated with infringement on the intellectual property rights of third parties, nor shift risks taken by the "Special Agent" on to Principal. Principal's undertaking to perform the services does not entail an assumption of such risks.
a. Special Agent will indemnify, defend and hold Principal harmless from and against claims of infringement based upon Principals use of any technology or intellectual property that Principal uses during the course of the Project.
b. Principal will indemnify, defend, and hold Special Agent harmless from and against claims of infringement based upon any use of Principal intellectual property or Principal owned innovations.
9. Limitation of Liability:
Neither party shall be liable to the other for special or consequential damaged arising out of or related to the Services, loans, assignment, and/or the Project. Principal's aggregate, cumulative liability arising out of or related to any facilitation and/or Services and/or Project shall not exceed the amount of the fees actually paid by Client for the Services and only if received by Principal.
10. Limited Warranty:
Principal warrants that the Services will be provided and money wired or Letter of Credit issued if Principal takes on any engagements.
11. Governing Law
This agreement and before products a License Services Agreement shall be governed by the procedural and sunstansive laws of:
The American Arbitration Association (excluding conflicts with state or federal law).If any term or provision of this Agreement is determined to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the parties to the extent possible. In any event, all other terms and provisions shall be deemed valid and enforceable to the maximum extent possible.
12. Complete Agreement:
This agreement is the complete and exhaustive statement of the agreement between the parties regarding the hereof, which supercedes all proposals, written or verbal, and all other communications between the parties with respect to the subject matter herof. The foregoing constitues an Agreement between the parties consumating the agreement with respect to the subject matter stated herein. Unless and until a more formal agreement is executed between the parties, this Agreement shall be and remain a binding agreement between the parties.
International Trade Solutions and |
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